NEKTAR THERAPEUTICS

8-K · ea0293744-8k_nektar.htm iXBRL

0000906709

 2026-06-05
 2026-06-05

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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

  

 FORM
 8-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): June 5, 2026

  

 NEKTAR THERAPEUTICS

 (Exact
Name of Registrant as Specified in Charter)

  

 Delaware
  
 0-24006
  
 94-3134940

 (State
 or Other Jurisdiction

 of Incorporation)
  
 (Commission
 File Number)
  
 (IRS
 Employer

 Identification No.)

  

 455 Mission Bay Boulevard South

 San Francisco , California 94158

 (Address
of Principal Executive Offices and Zip Code)

  

 Registrant’s
telephone number, including area code: ( 415 ) 482-5300

  

 Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

  

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

  

 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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, $0.0001 par value
  
 NKTR
  
 Nasdaq
 Capital 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 Rule 12b-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

  

 At
the Annual Meeting of the Stockholders of Nektar Therapeutics, a Delaware corporation (the “Company”), held on June 4, 2026
(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 24, 2026.

  

 Proposal 1

  

 The individual 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 2029 Annual Meeting of Stockholders.

  

 Nominee  
 For    
 Against    
 Abstain    
 Broker Non-Votes  

 Howard W. Robin  
   13,164,879    
   4,975,288    
   286,175    
   4,588,835  

  

 In
addition to the directors elected above, Jeffrey Ajer, Diana Brainard, Robert Chess, R. Scott Greer 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 3,000,000 shares was approved with the following votes.

  

 For
  
 Against
  
 Abstain
  
 Broker
 Non-Votes

 13,160,661
  
 4,902,925

  
 362,756
  
 4,588,835

  

 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, 2026 was approved with the following votes.

  

 For
  
 Against
  
 Abstain
  
 Broker
 Non-Votes

 22,591,556
  
 118,592

  
 305,029
  
 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

 18,154,226
  
 161,005
  
 111,111
  
 4,588,835

  

 1

  

  

 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:
 June 5, 2026
 By:
 /s/
 Elizabeth Zhang

  
  
 Elizabeth
 Zhang

  
  
 Vice
 President, Legal

  

  

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