UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
May 27, 2025 (
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Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of the Stockholders of Nektar Therapeutics, a Delaware corporation (the “Company”), held on May 23, 2025 (the “Annual Meeting”), the following actions were taken. The proposals below are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 25, 2025.
Proposal 1
Each of the individuals listed below was elected, by a majority of the votes cast at the Annual Meeting and entitled to vote on the election of directors, to serve on the board of directors of the Company (the “Board”) until the Company’s 2028 Annual Meeting of Stockholders.
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Diana Brainard | 89,565,584 | 12,398,258 | 189,940 | 47,839,333 | ||||||||||||
| R. Scott Greer | 87,246,490 | 14,774,685 | 132,607 | 47,839,333 | ||||||||||||
In addition to the directors elected above, Jeffrey Ajer, Robert Chess, Howard W. Robin and Roy Whitfield continue to serve as directors after the Annual Meeting.
Proposal 2
The proposal to approve an amendment to the Amended and Restated 2017 Performance Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance thereunder by 6,000,000 shares was approved with the following votes.
| For | Against | Abstain | Broker Non-Votes | |||
| 72,407,461 | 28,767,636 | 978,685 | 47,839,333 |
Proposal 3
The proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved with the following votes.
| For | Against | Abstain | Broker Non-Votes | |||
| 147,989,026 | 1,704,605 | 299,484 | 0 |
Proposal 4
The proposal to approve the non-binding advisory resolution regarding our executive compensation was approved with the following votes.
| For | Against | Abstain | Broker Non-Votes | |||
| 96,965,611 | 4,097,449 | 1,090,722 | 47,839,333 |
Proposal 5
The proposal to approve an amendment to our Certificate of Incorporation to increase the number of authorized shares of our common stock from 300,000,000 shares to 390,000,000 shares was approved with the following votes.
| For | Against | Abstain | Broker Non-Votes | |||
| 92,476,043 | 55,481,313 | 2,035,759 | 0 |
Proposal 6
The proposal to approve an amendment to our Certificate of Incorporation to effect, at the discretion of the Board on or prior to the one-year anniversary of the date of the Annual Meeting, a reverse stock split of our common stock at a stock split ratio between 1-for-2 and 1-for-40, with the final ratio to be determined by the Board in its sole discretion, the implementation and timing of which shall be subject to the sole discretion of the Board was approved with the following votes.
| For | Against | Abstain | Broker Non-Votes | |||
| 140,024,464 | 9,746,710 | 221,941 | 0 |
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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.
| NEKTAR THERAPEUTICS | ||
| Date: May 27, 2025 | By: | /s/ Mark A. Wilson |
| Mark A. Wilson | ||
| Chief Legal Officer and Secretary | ||
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