Lantheus (LNTH) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2020

LANTHEUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 001-36569
(Commission
File Number) 35-2318913
(IRS Employer
Identification No.)

331 Treble Cove Road

North Billerica, Massachusetts 01862

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (978)671-8001

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	LNTH	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders (the “Annual Meeting”) of Lantheus Holdings, Inc. (the “Company”) was held on April 23, 2020. Set forth below is a brief description of each matter submitted to a vote of the Company’s stockholders at the Annual Meeting and the final voting results for each matter. A more complete description of each matter is set forth in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 12, 2020.

Proposal 1 – Election of Directors

Each of the following nominees for Class II director was elected by the Company’s stockholders to serve a three-year term until the 2023 Annual Meeting based on the following vote:

Nominee	Votes For	Withheld	Broker Non-Votes
Julie McHugh	31,581,653	3,281,268	1,779,778
Dr. Frederick Robertson	25,035,718	9,827,203	1,779,778

Proposal 2 – Approval, on an advisory basis, the compensation paid to our named executive officers

The approval, on an advisory basis, of the compensation paid to our named executive officers was approved by the Company’s stockholders based on the following vote:

Votes For	Votes Against	Abstentions	Broker Non-Votes
34,116,772	725,976	20,173	1,779,778

Proposal 3 – Approval, on an advisory basis, the frequency of future “say on pay” votes

The approval, on an advisory basis, of the frequency of future “say on pay” votes was approved by the Company’s stockholders based on the following vote:

1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
33,451,176	9,161	1,377,455	25,129	1,779,778

As a result of the foregoing vote, the Board of Directors of the Company has determined that the Company will conduct an advisory stockholder vote on the Company’s named executive officer compensation every year.

Proposal 4 – Ratification of Appointment of Deloitte & Touche LLP

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified by the Company’s stockholders based on the following vote:

Votes For	Votes Against	Abstentions
36,398,614	211,418	32,667

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LANTHEUS HOLDINGS, INC.
By:	/S/ Michael P. Duffy
Name: Title:	Michael P. Duffy Senior Vice President and General Counsel

Date: April 24, 2020