UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 1, 2025, the Board of Directors of Lantheus Holdings, Inc. (the “Company”) amended and restated the Company’s Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately. Among other things, the amendments effected by the Amended and Restated Bylaws (i) add procedural and disclosure requirements for stockholders calling special meetings of stockholders, (ii) update procedures and rules relating to stockholder meetings, (iii) revise procedural mechanics and disclosure requirements applicable to stockholder nominations of directors, submissions of proposals regarding other business at stockholder meetings, proxy access and general director eligibility, (iv) provide that the authorized number of directors is automatically reduced upon any vacancy on the Board of Directors of the Company to eliminate such vacancy, (v) make certain changes to conform to recent amendments to the Delaware General Corporation Law and (vi) make certain other ministerial changes.
This description of the amendments to the Amended and Restated Bylaws is qualified in its entirety by reference to the text of the Amended and Restated Bylaws, which is attached hereto as Exhibit 3.2 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 1, 2025. 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 21, 2025.
Proposal 1 – Election of Directors
Each of the following nominees for Class I director was elected by the Company’s stockholders to serve a three-year term expiring at 2028 Annual Meeting of Stockholders based on the following vote:
| Nominee |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Mary Anne Heino |
54,279,288.86 | 6,466,902.18 | 35,424 | 3,910,309 | ||||||||||||
| Dr. Gérard Ber |
57,213,631.86 | 3,531,659.18 | 36,324 | 3,910,309 | ||||||||||||
| Julie Eastland |
56,063,803.86 | 4,678,328.18 | 39,483 | 3,910,309 | ||||||||||||
| Samuel Leno |
41,497,552.86 | 19,245,001.18 | 39,061 | 3,910,309 | ||||||||||||
Proposal 2 – Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers
The approval, on an advisory basis, of the compensation paid to the Company’s named executive officers was approved by the Company’s stockholders based on the following vote:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 57,776,739.23 | 2,835,657.28 | 169,218.53 | 3,910,309 |
Proposal 3 – 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, 2025 was ratified by the Company’s stockholders based on the following vote:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 64,158,082.04 | 496,039 | 37,803 | 0 |
Proposal 4 – Approve the stockholder proposal regarding the declassification of the Company’s Board of Directors.
The stockholder proposal regarding the declassification of the Company’s Board of Directors was approved on an advisory basis by the Company’s stockholders based on the following vote:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 59,250,670.33 | 703,194.16 | 713,510.55 | 4,024,549 |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Exhibit Description | |
| 3.2* | Amended and Restated Bylaws of Lantheus Holdings, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Filed herewith. |
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/ Daniel Niedzwiecki | |
| Name: | Daniel Niedzwiecki | |
| Title: | Chief Administrative Officer and General Counsel | |
Date: May 5, 2025