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Post by wyattdog on Mar 30, 2023 16:12:22 GMT -5
Notice of
2023 Meeting of Stockholders and Proxy Statement
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Post by nxc2 on Mar 30, 2023 16:12:34 GMT -5
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Post by nxc2 on Mar 30, 2023 16:13:23 GMT -5
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held On Thursday, May 25, 2023 Dear Stockholder: You are cordially invited to attend the Annual Meeting of Stockholders of MannKind Corporation, a Delaware corporation (“MannKind”). The meeting will be held live via the Internet on Thursday, May 25, 2023 at 10:00 a.m. U.S. Eastern Time. To attend, please visit www.virtualshareholdermeeting.com/MNKD2023. You will not be able to attend the Annual Meeting in person. The Annual Meeting will consider the following matters: 1. To elect the nine nominees named herein as directors to serve for the ensuing year and until their successors are elected; 2. To approve an amendment to MannKind’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 400,000,000 shares to 800,000,000 shares (the “Authorized Shares Increase Proposal”); 3. To authorize an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 2; 4. To approve an amendment to the MannKind 2018 Equity Incentive Plan (as amended, the “EIP”) to increase the number of shares authorized for issuance thereunder by 25,000,000 shares; 5. To approve an amendment to the MannKind 2004 Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares authorized for issuance thereunder by 3,000,000 shares; 6. To approve, on an advisory basis, the compensation of the named executive officers of MannKind, as disclosed in MannKind’s proxy statement for the Annual Meeting; 7. To indicate, on an advisory basis, the preferred frequency of stockholder advisory vote on the compensation of the named executive officers of MannKind; 8. To ratify the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm of MannKind for its fiscal year ending December 31, 2023; and 9. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. These items of business are more fully described in the proxy statement accompanying this notice. The record date for the Annual Meeting is March 27, 2023. Only stockholders of record on that date may vote at the meeting or any adjournment thereof. By Order of the Board of Directors David B. Thomson Executive Vice President, General Counsel and Secretary Danbury, Connecticut |
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Post by wyattdog on Mar 30, 2023 16:14:17 GMT -5
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Post by Thundersnow on Mar 30, 2023 16:22:22 GMT -5
2. To approve an amendment to MannKind’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 400,000,000 shares to 800,000,000 shares (the “Authorized Shares Increase Proposal”); Potential STOCK SPLIT in the future???  |
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Post by liane on Mar 30, 2023 16:25:16 GMT -5
Very bummed the meeting is not in person.
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Post by runner on Mar 30, 2023 16:36:35 GMT -5
Very bummed the meeting is not in person. Likewise. IMO, they chickened out of an in person meeting. |
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Post by ptass on Mar 30, 2023 16:46:02 GMT -5
2. To approve an amendment to MannKind’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 400,000,000 shares to 800,000,000 shares (the “Authorized Shares Increase Proposal”); Potential STOCK SPLIT in the future??? Looks like a "poison pill" strategy. |
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Post by neil36 on Mar 30, 2023 17:00:51 GMT -5
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Post by longliner on Mar 30, 2023 17:30:15 GMT -5
Of the whole MNKD group (excepting Al Mann), Binder has impressed me the most. He seems to have a firm understanding of how and why to retain financial strength in all markets. He also seems to have a good sense of timing.
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Post by celo on Mar 30, 2023 17:38:22 GMT -5
I truly doubt it. They are simply running out of shares as they stated. Can't cover EIP, stock issuance for debt and all the other items. Sorry don't see it. |
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Post by radgray68 on Mar 30, 2023 19:17:20 GMT -5
If a company wanted to buy a large or even a majority stake in Mannkind, but more than half the shares were sold or obligated already, doubling the shares available would do the trick, wouldn't it? Some cash in the coffers would soften the dilution of adding outstanding shares...
I'm just spit-balling here but it would be nice. I'm not wild about diluting our shares to purchase other assets.
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Post by ktim on Mar 30, 2023 19:53:24 GMT -5
Doubling of shares... yet again??? That just seems like unnecessarily bad optics. They aren't getting my vote for that. Some amount I'd vote for, but that leaves me with a blank check sort of feeling.
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Post by cedafuntennis on Mar 30, 2023 20:40:23 GMT -5
They also stated that a hostile take-over is not the reason for the request and that the Board is not aware of any such activity, but it could be used for such if the need ever arose (and if there are any shares available by that time).
I for one am seriously considering voting No for this. Bad timing for granting thousands of shares additional. Have them earn these extra shares for now and we don't need cash raise.
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Post by stockwhisperer on Mar 30, 2023 21:10:26 GMT -5
When did they state those things about a hostile take-over?
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