Table of Contents
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant | þ | |
Filed by a Party other than the Registrant | ¨ |
Check the appropriate box:
¨ Preliminary Proxy Statement | ||||
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
þ Definitive Proxy Statement | ||||
¨ Definitive Additional Materials | ||||
¨ Soliciting Material Pursuant to § 240.14a-12 |
MannKind Corporation
N/A
Payment of Filing Fee (Check the appropriate box)
þ No fee required. | ||||
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1. | Title of each class of securities to which transaction applies: |
2. | Aggregate number of securities to which transaction applies: |
3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
4. | Proposed maximum aggregate value of transaction: |
5. | Total fee paid: |
¨ Fee paid previously with preliminary materials. | ||||
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
6. | Amount Previously Paid: |
7. | Form, Schedule or Registration Statement No.: |
8. | Filing Party: |
9. | Date Filed: |
Table of Contents
1. | To elect directors to serve for the ensuing year and until their successors are elected; |
2. | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
By Order of the Board of Directors | |
/s/ David Thomson, Ph.D., J.D. | |
Vice President, General Counsel and Secretary |
2.
Table of Contents
3.
Table of Contents
Ø | To vote in person, come to the annual meeting and we will give you a ballot when you arrive. |
Ø | To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the annual meeting, we will vote your shares as you direct. |
4.
Table of Contents
Ø | You may submit another properly completed proxy card with a later date. |
Ø | You may send a written notice that you are revoking your proxy to MannKind’s Secretary at 28903 North Avenue Paine, Valencia, CA 91355. |
Ø | You may attend the annual meeting and vote in person. Simply attending the meeting will not, by itself, revoke your proxy. |
5.
Table of Contents
Principal Occupation/ | ||||||
Name | Age | Position Held With the Company | ||||
Alfred E. Mann | 79 | Chairman of the Board of Directors and Chief Executive Officer | ||||
Hakan S. Edstrom | 55 | President, Chief Operating Officer and Director | ||||
Kathleen Connell, Ph.D.(1)(2) | 57 | Director | ||||
Ronald Consiglio(1) | 61 | Director | ||||
Michael Friedman, M.D.(3) | 61 | Director | ||||
Llew Keltner, M.D., Ph.D.(2) | 55 | Director | ||||
Kent Kresa(2)(3) | 67 | Director | ||||
David H. MacCallum(1) | 67 | Director | ||||
Henry L. Nordhoff(3) | 63 | Director |
6.
Table of Contents
(2) | Member of the Nominating and Corporate Governance Committee. |
(3) | Member of the Compensation Committee. |
7.
Table of Contents
8.
Table of Contents
9.
Table of Contents
Governance and | ||||||||||||
Name | Audit | Compensation | Nominating | |||||||||
Non-Employee Directors: | ||||||||||||
Kathleen Connell | X | X | * | |||||||||
Ronald Consiglio | X | * | ||||||||||
Michael Friedman, M.D. | X | * | ||||||||||
Llew Keltner, M.D., Ph.D. | X | |||||||||||
Kent Kresa | X | X | ||||||||||
David H. MacCallum | X | |||||||||||
Employee Directors: | ||||||||||||
Alfred E. Mann | ||||||||||||
Hakan S. Edstrom | ||||||||||||
Total meetings in fiscal year 2004 | 7 | 5 | 4 |
• | evaluating the independent registered public accounting firm’s qualifications, independence and performance; | |
• | determining the engagement of the independent registered public accounting firm; | |
• | approving the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; | |
• | monitoring the rotation of partners of the independent registered public accounting firm on our engagement team as required by law; | |
• | reviewing our financial statements; | |
• | reviewing our critical accounting policies and estimates; |
10.
Table of Contents
• | discussing with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements; and | |
• | reviewing and evaluating, at least annually, the performance of the audit committee and its members, including compliance of the audit committee with its charter. |
• | reviewing and recommending policy relating to compensation and benefits of our officers and employees, including reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer and other senior officers, evaluating the performance of these officers in light of those goals and objectives, and setting compensation of these officers based on such evaluations; | |
• | administering our benefit plans and the issuance of stock options and other awards under our stock plans; | |
• | reviewing and establishing appropriate insurance coverage for our directors and executive officers; | |
• | recommending the type and amount of compensation to be paid or awarded to members of our board of directors, including consulting, retainer, meeting, committee and committee chair fees and stock option grants or awards; | |
• | reviewing and approving the terms of any employment agreements, severance arrangements, change-of-control protections and any other compensatory arrangements for our executive officers; and | |
• | reviewing and evaluating, at least annually, the performance of the compensation committee and its members, including compliance of the compensation committee with its charter. |
11.
Table of Contents
• | planning for succession with respect to the position of CEO and other senior executives; | |
• | reviewing and recommending nominees for election as directors; | |
• | assessing the performance of the board of directors and monitoring committee evaluations; | |
• | suggesting, as appropriate, ad-hoc committees of the board of directors; | |
• | developing guidelines for board composition; and | |
• | reviewing and evaluating, at least annually, the performance of the nominating and corporate governance committee and its members, including compliance of the nominating and corporate governance committee with its charter. |
12.
Table of Contents
• | the name and address of the MannKind stockholder on whose behalf the submission is made; | |
• | the number of MannKind shares that are owned beneficially by such stockholder as of the date of the submission; | |
• | the full name of the proposed candidate; | |
• | a description of the proposed candidate’s business experience for at least the previous five years; | |
• | complete biographical information for the proposed candidate; and | |
• | a description of the proposed candidate’s qualifications as a director. |
13.
Table of Contents
14.
Table of Contents
Beneficial Ownership | ||||||||
Identity of Owner or Group | Number of Shares | Percent of Total | ||||||
Named Executive Officers and Directors: | ||||||||
Alfred E. Mann(1) | 16,035,522 | 48.7 | % | |||||
Hakan S. Edstrom(2) | 182,537 | * | ||||||
Dan R. Burns(3) | 64,583 | * | ||||||
Richard L. Anderson(4) | 72,701 | * | ||||||
Wayman Wendell Cheatham(5) | 43,732 | * | ||||||
Kathleen Connell(6) | 3,333 | * | ||||||
Ronald Consiglio(7) | 3,333 | * | ||||||
Michael Friedman(8) | 3,333 | * | ||||||
Llew Keltner(9) | 3,333 | * | ||||||
Kent Kresa | 20,000 | * | ||||||
David H. MacCallum | 6,666 | * | ||||||
Henry L. Nordhoff | - | * | ||||||
All current executive officers and directors as a group (14 persons)(10) | 16,493,092 | 49.5 | % | |||||
Five Percent Stockholders: | ||||||||
Biomed Partners, LLC(11) | 2,420,496 | 7.4 | % | |||||
Biomed Partners II, LLC(11) | 2,406,027 | 7.3 | % |
* | Less than one percent. |
(1) | Consists of 11,035,635 shares held by the Alfred E. Mann Living Trust, 10,968 shares held by Mannco LLC, 162,396 shares issuable to Alfred E. Mann upon the exercise of options vested as of 60 days following December 31, 2004, 2,420,496 shares held by Biomed Partners, LLC and 2,406,027 shares held by Biomed Partners II, LLC. The Alfred E. Mann Living Trust and MiniMed Infusion, Inc. are each 0.1% managing members of each of Biomed Partners, LLC and Biomed Partners II, LLC. Alfred Mann has voting and dispositive power over the shares set forth opposite the names of each of these entities. |
(2) | Includes 170,752 shares issuable to Mr. Edstrom upon the exercise of options vested as of 60 days following December 31, 2004. |
(3) | Consists of 64,583 shares issuable to Mr. Burns upon the exercise of options vested as of 60 days following December 31, 2004. |
(4) | Includes 60,416 shares issuable to Mr. Anderson upon the exercise of options vested as of 60 days following December 31, 2004. |
15.
Table of Contents
(5) | Includes 42,707 shares issuable to Dr. Cheatham upon the exercise of options vested as of 60 days following December 31, 2004. |
(6) | Consists of 3,333 shares issuable to Dr. Connell upon the exercise of options vested as of 60 days following December 31, 2004. |
(7) | Consists of 3,333 shares issuable to Mr. Consiglio upon the exercise of options vested as of 60 days following December 31, 2004. |
(8) | Consists of 3,333 shares issuable to Dr. Friedman upon the exercise of options vested as of 60 days following December 31, 2004. |
(9) | Consists of 3,333 shares issuable to Dr. Keltner upon the exercise of options vested as of 60 days following December 31, 2004. |
(10) | Includes 1,675 shares owned and 52,844 shares issuable to Dr. David Thomson, our Corporate Vice President, General Counsel and Corporate Secretary, upon the exercise of options vested as of 60 days following December 31, 2004. Our Corporate Vice President of Human Resources, Ms. Diane M. Palumbo did not beneficially own any shares as of December 31, 2004. |
(11) | The Alfred E. Mann Living Trust and MiniMed Infusion, Inc. are each 0.1% managing members of each of Biomed Partners, LLC and Biomed Partners II, LLC. Alfred Mann has voting and dispositive power over the shares set forth opposite the names of each of these entities. |
16.
Table of Contents
17.
Table of Contents
Long-Term | |||||||||||||||||
Annual Compensation(1) | Compensation | ||||||||||||||||
Securities | All Other | ||||||||||||||||
Name and Principal Position(s) | Year | Salary | Bonus | Underlying Options | Compensation | ||||||||||||
Alfred E. Mann | 2004 | $336,440 | $ | - | 240,972 | $ | - | ||||||||||
Chief Executive Officer and Chairman | 2003 | 100,000 | - | 240,972 | - | ||||||||||||
of the Board of Directors | |||||||||||||||||
Hakan S. Edstrom | 2004 | 338,978 | 132,034 | 483,206 | 12,000 | (2) | |||||||||||
President, Chief Operating Officer and | 2003 | 322,115 | 87,000 | 333,206 | - | ||||||||||||
Director | |||||||||||||||||
Dan R. Burns | 2004 | 290,000 | 99,180 | 213,333 | 16,331 | (3) | |||||||||||
Corporate Vice President and President, | 2003 | 273,963 | - | 133,333 | 44,731 | ||||||||||||
MannKind BioPharmaceuticals | |||||||||||||||||
Richard L. Anderson | 2004 | 288,591 | 87,419 | 191,667 | 17,502 | (4) | |||||||||||
Corporate Vice President and Chief | 2003 | 280,288 | - | 116,666 | 59,950 | ||||||||||||
Financial Officer | |||||||||||||||||
Wayman Wendell Cheatham | 2004 | 257,764 | 70,047 | 178,333 | 10,000 | (5) | |||||||||||
Corporate Vice President and Chief | 2003 | 240,292 | 10,000 | 108,333 | 10,000 | ||||||||||||
Medical Officer |
(1) | In accordance with the rules of the SEC, the compensation described in this table does not include medical, group life insurance or other benefits which are available generally to all of our salaried employees and certain perquisites and other personal benefits received which do not exceed the lesser of $50,000 or 10% of any named executive officer’s salary and bonus disclosed in this table. |
(2) | Consists of $12,000 in auto allowance. |
(3) | Consists of $7,331 in corporate housing and $9,000 in auto allowance in 2004, $35,731 in temporary housing reimbursements and $9,000 in auto allowance for 2003. |
(4) | Consists of $9,000 in auto allowance and $8,502 in relocation reimbursements for 2004, $9,404 in auto allowance and $50,546 in relocation reimbursements for 2003. Does not include compensation related to an amount loaned to Mr. Anderson in 2003, which has been subsequently repaid, or an amount paid to Mr. Anderson for the purchase of his residence, by a limited liability company that is not owned or controlled by us but is controlled by Mr. Mann. See Note 7 to the financial statements for further information. |
(5) | Consists of $10,000 in auto allowance for 2003 and 2004. |
18.
Table of Contents
• | our absolute and relative levels of revenues and other operating results; | |
• | the fact that certain options involved illiquid securities in a nonpublic company; | |
• | prices of preferred stock issued by us to outside investors in arm’s-length transactions; and | |
• | the rights, preferences and privileges of our preferred stock over our common stock. |
Potential | ||||||||||||||||||||||||
Realizable Value at | ||||||||||||||||||||||||
Assumed Annual | ||||||||||||||||||||||||
Rates of Stock Price | ||||||||||||||||||||||||
Appreciation | ||||||||||||||||||||||||
Individual Grants | For Option Term(2) | |||||||||||||||||||||||
Number of | Percentage of | |||||||||||||||||||||||
Securities | Total Options | |||||||||||||||||||||||
Underlying | Granted to | Exercise or | ||||||||||||||||||||||
Options | Employees in | Base Price | Expiration | |||||||||||||||||||||
Name | Granted (#) | Fiscal Year (%)(1) | ($/Sh) | Date | 5%($) | 10%($) | ||||||||||||||||||
Alfred E. Mann | – | – | – | – | – | |||||||||||||||||||
Hakan S. Edstrom | 150,000 | 7.0 | 13.05 | 8/19/2014 | 1,231,061 | 3,119,751 | ||||||||||||||||||
Dan R. Burns | 80,000 | 3.7 | 13.05 | 8/19/2014 | 656,566 | 1,663,867 | ||||||||||||||||||
Richard L. Anderson | 75,000 | 3.5 | 13.05 | 8/19/2014 | 615,531 | 1,559,875 | ||||||||||||||||||
Wayman Wendell Cheatham | 70,000 | 3.3 | 13.05 | 8/19/2014 | 574,495 | 1,455,884 |
(1) | Based on 2,145,124 options granted during the fiscal year ended December 31, 2004 under our 2004 plan, including grants to executive officers. |
(2) | Potential realizable values are computed by (a) multiplying the number of shares of common stock subject to a given option by the closing price on the date of grant, (b) assuming that the aggregate stock value derived from that calculation compounds at the annual 5% or 10% rate shown in the table for the entire term of the option and (c) subtracting from that result the aggregate option exercise price. The 5% and 10% assumed annual rates of stock price appreciation are mandated by the rules of the SEC and do not represent our estimate or projection of future common stock prices. |
19.
Table of Contents
Number of Securities | ||||||||||||||||||||||||
Shares | Underlying Unexercised | Value of Unexercised In-the-Money | ||||||||||||||||||||||
Acquired | Value | Options at FY-End | Options at FY-End | |||||||||||||||||||||
on Exercise | Realized | |||||||||||||||||||||||
Name | (#) | ($) | Exercisable | Unexercisable | Exercisable ($) | Unexercisable ($) | ||||||||||||||||||
Alfred E. Mann(1) | – | – | 120,486 | 120,486 | – | – | ||||||||||||||||||
Hakan S. Edstrom(2) | – | – | 151,319 | 331,887 | 1,181,801 | 1,827,037 | ||||||||||||||||||
Dan R. Burns(2) | – | – | 57,638 | 155,695 | 450,153 | 807,981 | ||||||||||||||||||
Richard L. Anderson(2) | – | – | 53,471 | 138,196 | 417,609 | 696,808 | ||||||||||||||||||
Wayman Wendell Cheatham(2) | – | – | 39,235 | 139,098 | 306,425 | 729,358 |
(1) | All options were granted outside of our plans. These options have the same terms as those granted under our 2004 plan. None of these options were in-the-money at December 31, 2004. |
(2) | All options were granted under our 2004 plan. |
• | the portion of the employee’s annual base salary earned through the termination date that was not paid prior to his termination, if any; | |
• | on the condition the employee executes a general release and settlement agreement, or release, in favor of us, the employee’s annual base salary on the date of termination for a period of 18 months following his termination, subject to certain limitations; | |
• | on the condition the employee executes a release, an amount equal to the average annual bonus received by the employee for the three years prior to his termination (or the prior period up to three years during which the employee was one of our executive officers and received a bonus); |
20.
Table of Contents
• | in the event the employee met the performance criteria for earning an annual bonus prior to his termination, a portion of the annual bonus earned for the year based on the number of days worked during the year; | |
• | any compensation previously deferred by the employee and any accrued paid time-off that the employee is entitled to under our policy; and | |
• | on the condition the employee executes a release, health insurance and, under certain circumstances, life, disability and other insurance benefits for a period expiring on the earlier of 18 months following his termination or until he qualifies for related benefits from another employer. |
• | refuses to carry out or satisfactorily perform any of his lawful duties or any lawful instruction of our board of directors or senior management; | |
• | violates any local, state or federal law involving the commission of a crime other than a minor traffic offense; | |
• | is grossly negligent, engages in willful misconduct or breaches a fiduciary obligation to us; | |
• | engages in any act that materially compromises his reputation or ability to represent us with investors, customers or the public; or | |
• | reaches a mandatory retirement age established by us. |
• | a reduction of the executive’s annual base salary to a level below his salary as of August 1, 2003; | |
• | a material diminution in the executive’s position, authority, duties or responsibilities with us, subject to certain limitations; | |
• | an order by us to relocate the executive to an office located more than 50 miles from the executive’s current residence and worksite; | |
• | any non-renewal of the executive severance agreement by us, on the condition that the executive may terminate the agreement for good reason only during the 30-day period after he receives notice from us that we intend to terminate the agreement; and | |
• | any material violation of the executive severance agreement by us. |
21.
Table of Contents
• | any transaction that results in a person or group acquiring beneficial ownership of 50% or more of our voting stock, other than us, one of our employee benefit plans, Mr. Mann or any other entity in which Mr. Mann holds a majority of the beneficial interests; | |
• | any merger, consolidation or reorganization of us in which our stockholders immediately prior to the transaction hold less than 50% of the voting power of the surviving entity following the transaction, subject to certain limitations; | |
• | any transaction in which we sell all or substantially all of our assets, subject to certain limitations; | |
• | our liquidation; or | |
• | any reorganization of our board of directors in which our incumbent directors (as defined in the agreements) cease for any reason to constitute a majority of the members of our board. |
22.
Table of Contents
• | his annual base salary in an amount equal or greater to his annual salary as of the date the change of control occurs; | |
• | an annual bonus in an amount equal to the average annual bonus received by him for the three years prior to his termination (or the prior period up to three years during which he was one of our executive officers and received a bonus); | |
• | medical, dental and other insurance, and any other benefits we may offer to our executives; and | |
• | prompt reimbursement for all reasonable employment expenses incurred by him in accordance with our policies and procedures. |
• | the portion of his annual base salary earned through the termination date that was not paid prior to his termination, if any; | |
• | on the condition the employee executes a release in favor of us, the employee’s annual base salary on the date of termination for a period of 18 months following his termination, subject to certain limitations; | |
• | on the condition the employee executes a release, an amount equal to 150% of his average annual bonus received by the employee for the three years prior to his termination (or the prior period up to three years during which the employee was one of our executive officers and received a bonus); | |
• | in the event the employee met the performance criteria for earning an annual bonus prior to his termination, a portion of the annual bonus earned for the year based on the number of days worked during the year; | |
• | any compensation previously deferred by the employee and any accrued paid time-off that the employee is entitled to under our policy; and | |
• | on the condition the employee executes a release, health insurance and, under certain circumstances, life, disability and other insurance benefits for a period expiring on the earlier of 18 months following his termination or until he qualifies for related benefits from another employer. |
23.
Table of Contents
• | refuses to carry out or satisfactorily perform any of his lawful duties or any lawful instruction of our board of directors or senior management; | |
• | violates any local, state or federal law involving the commission of a crime other than a minor traffic offense; | |
• | is grossly negligent, engages in willful misconduct or breaches a fiduciary obligation to us; | |
• | engages in any act that materially compromises his reputation or ability to represent us with investors, customers or the public; or | |
• | reaches a mandatory retirement age established by us before a change of control occurs. |
• | a failure by us to make all compensation payments and provide all insurance and related benefits to the employee required under the agreement during his employment following a change of control, subject to certain limitations; | |
• | a material diminution in the employee’s position, authority, duties or responsibilities with us; | |
• | an order by us to relocate the employee to an office located more than 50 miles from the employee’s current residence and worksite; | |
• | any non-renewal of the change of control agreement by us, on the condition that the employee may terminate the agreement for good reason only during the 30-day period after he receives notice from us that we intend to terminate the agreement; and | |
• | any material violation of the change of control agreement by us. |
24.
Table of Contents
Number of securities | ||||||||||||
remaining available for | ||||||||||||
Number of securities to be | Weighted-average | issuance under equity | ||||||||||
issued upon exercise of | exercise price of | compensation plans | ||||||||||
outstanding options, | outstanding options, | (excluding securities | ||||||||||
warrants and rights | warrants and rights | reflected in column (a) | ||||||||||
Plan Category | (a) | (b) | (c) | |||||||||
Equity compensation plans approved by security holders | 3,838,289 | $ | 11.05 | 4,403,052 | (1) | |||||||
Equity compensation plans not approved by security holders | 361,318 | (2) | $ | 20.43 | - | |||||||
Total | 4,199,607 | $ | 11.85 | 4,403,052 | ||||||||
(1) | Includes 1,963,848 shares available for purchase under our 2004 Employee Stock Purchase Plan. On the first day of each calendar year, for a period of ten years beginning on January 1, 2005, the share reserve will automatically increase by the lesser of 700,000 shares or 1% of the total number of shares of our common stock outstanding on that date, or by an amount to be determined by our board of directors. |
(2) | Includes options to purchase 240,972 shares granted to Mr. Mann outside of our plans. These options have the same terms as those granted under our 2004 plan, and have an exercise price of $25.23 per share. 120,486 options were exercisable as of December 31, 2004, and the remaining options vest in equal annual increments during 2005 and 2006. |
25.
Table of Contents
26.
Table of Contents
Fiscal Year Ended | ||||||||
(in thousands) | ||||||||
2004 | 2003 | |||||||
Audit Fees(1) | $ | 237,800 | $ | 174,700 | ||||
Audit-related Fees(2) | 549,146 | 191,400 | ||||||
Tax Fees(3) | 61,000 | 63,396 | ||||||
All Other Fees(4) | 9,611 | 8,310 | ||||||
Total Fees | $ | 857,557 | $ | 437,806 |
(1) | Represents the aggregate fees billed for professional services rendered for the audit and/or reviews of our financial statements and in connection with our statutory and regulatory filings or engagements. |
(2) | Represents the aggregate fees billed for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements that are not included under “Audit Fees” above. Also includes fees for services related to an initial public offering that took place in July 2004. |
(3) | Represents tax preparation and compliance with various provisions of the Internal Revenue Code of 1986, as amended, or the “Code.” |
27.
Table of Contents
(4) | Represents tax consultation regarding the application of various provisions of the Code. |
28.
Table of Contents
• | Align the goals of the executive officer with the goals of the stockholder by creating and enhancing stockholder value through the accomplishment of strategic corporate objectives and by providing management with longer term incentives through equity ownership by management. | |
• | Recognize individual initiative, effort and achievement. | |
• | Provide total compensation that enables us to compete with companies in the pharmaceutical and biotechnology industries, in order to attract and retain high-caliber candidates on a long-term basis. | |
• | Align compensation with our short-term and long-term corporate objectives and strategy, focusing executive officer behavior on the fulfillment of those objectives. |
29.
Table of Contents
30.
Table of Contents
Compensation Committee | |
Michael A. Friedman | |
Kent Kresa |
31.
Table of Contents
32.
Table of Contents
Audit Committee | |
Ronald J. Consiglio | |
Kathleen Connell, Ph.D. | |
David H. MacCallum |
33.
Table of Contents
34.
Table of Contents
• | on August 2, 2004, we sold 6,250,000 shares of common stock through our initial public offering for a purchase price of $14.00 per share, less underwriting discounts and commissions of $0.98 per share. On August 28, the underwriters exercised their over-allotment option to purchase 307,100 shares of common stock at the same purchase price per share; and | |
• | on December 31, 2004, we sold 36,152 shares of common stock through our Employee Stock Purchase Plan at a purchase price of $11.90 per share. |
35.
Table of Contents
Purchaser | Shares | ||||
Directors and executive officers | |||||
Hakan S. Edstrom(1) | 11,785 | ||||
Richard L. Anderson | 11,785 | ||||
Wayman Wendell Cheatham | 1,025 | ||||
David Thomson | 1,675 | ||||
Immediate family members | |||||
Claude Girault(2) | 25,000 | ||||
Richard Mann(3) | 30,800 | ||||
Kevin Mann(4) | 8,600 | ||||
Robert Mann(5) | 3,000 | ||||
Rosalind Koff(6) | 2,100 |
(1) | Hakan S. Edstrom holds the shares set forth opposite his name in his name or as trustee of the Hakan and Marie Edstrom Family Trust. |
(2) | Claude Girault is the spouse of Alfred E. Mann. |
(3) | Richard Mann holds the shares set forth opposite his name as Richard and Cheryl Mann. Richard Mann is the son of Alfred E. Mann. |
(4) | Kevin Mann is the son of Alfred E. Mann. |
(5) | Robert Mann holds the shares set forth opposite his name as Robert and Lucy Mann. Robert Mann is the brother of Alfred E. Mann. |
(6) | Rosalind Koff holds the shares set forth opposite her names as Rosalind and Robert Koff. Rosalind Koff is the sister of Alfred E. Mann. |
36.
Table of Contents
• | any transaction from which the director derives an improper personal benefit; | |
• | acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; |
37.
Table of Contents
• | unlawful payment of dividends or unlawful stock purchase or redemptions of shares; or | |
• | any breach of a director’s duty of loyalty to the corporation or its stockholders. |
38.
Table of Contents
By Order of the Board of Directors | |
/s/ David Thomson, Ph.D., J.D. | |
Vice President, General Counsel and Secretary |
39.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
1
Table of Contents
2
Table of Contents
3
Table of Contents
4
Table of Contents
Pre-Approved Service | Pre-Approved Fees | |
Audit Services | ||
Statutory audits or financial audits for the Company and its subsidiaries or affiliates of the Company | $142,700 plus ~ $5,000 OOP | |
Services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters, consents), and assistance in responding to SEC comment letters | No estimate currently available | |
Timely required quarterly reviews in accordance with SAS 100 | $123,600 plus ~ $4,200 OOP | |
Audit-related Services | ||
Consultations by the Company’s management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, PCAOB, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be “Audit services” rather than “Audit-related services”) | Not to exceed $15,000 per quarter | |
Due diligence services pertaining to potential business acquisitions/dispositions | $25,000 per due diligence request | |
Agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters | $15,000 | |
General assistance with implementation of the requirements of SEC rules or listing standards promulgated pursuant to the Sarbanes-Oxley Act, including consultations on the Company’s implementation of and compliance with Section 404 of the Sarbanes-Oxley Act | $25,000 | |
Table of Contents
Pre-Approved Service | Pre-Approved Fees | |
Tax Services | ||
U.S. federal, state and local tax planning and advice | $15,000 per quarter | |
U.S. federal, state and local tax compliance | $50,000 plus ~8% OOP | |
U.S. federal, state and local quarter tax payments | $2,500 per quarter | |
U.S. federal, state and local tax extensions | $1,500 | |
Connecticut R&D tax credit filing for 2004 | No estimate currently available | |
Amendment of 2002 and 2003 R& D tax credit filing | No estimate currently available | |
All Other Services | ||
None | None | |
Table of Contents
• | Bookkeeping or other services related to the accounting records or financial statements of the audit client | |
• | Financial information systems design and implementation | |
• | Appraisal or valuation services, fairness opinions or contribution-in-kind reports | |
• | Actuarial services | |
• | Internal audit outsourcing services | |
• | Management functions | |
• | Human resources | |
• | Broker-dealer, investment adviser or investment banking services | |
• | Legal services unrelated to an audit | |
• | Expert services unrelated to an audit | |
• | Any other service the PCAOB determines, by regulation, is impermissible |
Table of Contents
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
MANNKIND CORPORATION
The undersigned hereby appoints David Thomson and Rose Alinaya, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of MannKind Corporation Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Stockholders of the company to be held May 24, 2005 or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting. Receipt of Notice of Annual Meeting and Proxy Statement is hereby acknowledged.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ITEM 1.
(Continued and to be marked, dated and signed, on the other side)
Address Change/Comments(Mark the corresponding box on the reverse side) |
|
5FOLD AND DETACH HERE5
You can now access your MannKind Corporation account online.
Access your MannKind Corporation stockholder account online via Investor ServiceDirect®(ISD).
Mellon Investor Services LLC, Transfer Agent for MannKind Corporation, now makes it easy and convenient to get current information on your stockholder account.
• | View account status | |||
• | View certificate history | |||
• | View book-entry information |
• | View payment history for dividends | |||
• | Make address changes | |||
• | Obtain a duplicate 1099 tax form | |||
• | Establish/change your PIN |
Visit us on the web at http://www.melloninvestor.com
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time
Investor ServiceDirect®is a registered trademark of Mellon Investor Services LLC
Table of Contents
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED. WILL BE VOTED “FOR” THE PROPOSAL. | Please Mark Here for Address Change or Comments | o | ||
SEE REVERSE SIDE |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
FOR | WITHHELD | |||||
FOR ALL | ||||||
ITEM 1. | ELECTION OF DIRECTORS | o | o |
Nominees: 01 Alfred E. Mann 02 Hakan S. Edstrom 03 Kathleen Connell, Ph.D. 04 Ronald J. Consiglio 05 Michael A. Friedman, M.D. | 06 Llew Keltner, M.D., Ph.D. 07 Kent Kresa 08 David H. MacCallum 09 Henry L. Nordhoff | |
Withheld for the nominees you list below: (Write that nominee’s name in the space provided below.) | ||
ChooseMLinkSMfor Fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on toInvestor ServiceDirect® at www.melloninvestor.com/isd where step-by-step instructions will prompt you through enrollment .
PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE PREPAID ENVELOPE.
Signature | Signature | Dated: |
You can view the Annual Report and Proxy Statement
on the internet at www.mannkindcorp.com