| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
As disclosed in Item 5.07 below, on June 15, 2021, at the 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) of Puma Biotechnology, Inc., a Delaware corporation (the “Company”), the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Puma Biotechnology, Inc. 2011 Incentive Award Plan (as amended, the “Plan”).
The Plan Amendment increases the number of shares of common stock reserved for issuance under the Plan by 2,000,000 shares to a total of 14,529,412 shares, all of which may be granted as incentive stock options; in addition, the Plan Amendment provides that incentive stock options may be granted under the Plan until April 1, 2031. The Plan Amendment was adopted by the Board on April 1, 2021, subject to receiving stockholder approval at the 2021 Annual Meeting.
The terms and conditions of the Plan Amendment are described in the section entitled “Proposal 5 – Approval of Increasing the Number of Shares Reserved for Issuance under the 2011 Plan by 2,000,000 Shares” (the “Share Reserve Stockholder Proposal”) in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2021. The description of the terms and conditions of the Plan Amendment in the Share Reserve Stockholder Proposal does not purport to be complete descriptions of the Plan Amendment and is qualified in its entirety by reference to the complete text of the Plan Amendment, a copy of which is filed as Exhibit 10.1, to this Current Report on Form 8-K and is incorporated by reference herein.
In addition, at the 2021 Annual Meeting, the Company’s stockholders approved an amendment to the terms of the warrant, issued to Alan H. Auerbach, President and Chief Executive Officer of the Company on October 4, 2011, to purchase 2,116,250 shares of the Company’s common stock at $16.00 per share (the “Auerbach Warrant”), to extend the term of the Auerbach Warrant from October 4, 2021 to October 4, 2026 (the “Auerbach Warrant Amendment”). The description of the terms and conditions of the Auerbach Warrant Amendment does not purport to be a complete description of the Auerbach Warrant Amendment and is qualified in its entirety by reference to the complete text of the Auerbach Warrant Amendment, a copy of which is filed as Exhibit 4.1, to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
| | (a) | The Company held the 2021 Annual Meeting on June 15, 2021 at the Company’s principal executive offices, 10880 Wilshire Blvd., Suite 2150, Los Angeles, California. |
| | (b) | The following proposals were voted upon at the 2021 Annual Meeting, and the final voting results with respect to each such proposal are set forth below: |
| Proposal 1: | The Company’s stockholders elected the seven nominated directors identified below, each to serve and to hold office for a one-year term until the close of the Company’s next annual meeting of stockholders in 2022 and until their successors have been duly elected and qualified or until their earlier resignation or removal. |
| | | | | | |
| Nominee | | For | | Withheld | | Broker
Non-Votes |
Alan H. Auerbach | | 31,145,368 | | 1,804,783 | | 3,019,472 |
Ann C. Miller | | 31,134,879 | | 1,815,272 | | 3,019,472 |
Michael P. Miller | | 26,042,657 | | 6,907,494 | | 3,019,472 |
Jay M. Moyes | | 31,092,759 | | 1,857,392 | | 3,019,472 |
Adrian M. Senderowicz | | 26,210,993 | | 6,739,158 | | 3,019,472 |
Brian Stuglik | | 21,231,101 | | 11,719,050 | | 3,019,472 |
Troy E. Wilson | | 18,073,876 | | 14,876,275 | | 3,019,472 |
| Proposal 2: | The Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2021. |
| | | | | | |
| For | | Against | | Abstain | | Broker
Non-Votes |
35,799,210 | | 75,249 | | 95,164 | | 0 |
