Lantheus (NASDAQ: LNTH) declassifies board and expands 2026 equity plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Lantheus Holdings, Inc. reported results of its annual shareholder meeting and key governance changes. Shareholders approved an Amended and Restated 2026 Equity Incentive Plan, increasing the common stock reserved for issuance by 2,000,000 shares and changing non-employee director pay limits to cash and equity caps of $1,250,000 in the year of appointment and $750,000 in other years. Outdated provisions tied to former Section 162(m) tax rules were also removed.
Shareholders approved an amendment to declassify the board of directors over three years and confirmed that, once declassified, directors may be removed with or without cause. All Class II director nominees were elected, executive compensation received advisory approval, annual "say on pay" frequency was chosen, the equity plan was ratified, and Deloitte & Touche LLP was ratified as independent auditor for 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
5 items: 3.03, 5.02, 5.03, 5.07, 9.01
5 items
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Equity plan share increase: 2,000,000 shares
Director pay cap, appointment year: $1,250,000
Director pay cap, other years: $750,000
+4 more
7 metrics
Equity plan share increase
2,000,000 shares
Additional common stock reserved under A&R 2026 Equity Incentive Plan
Director pay cap, appointment year
$1,250,000
Max combined cash and equity awards for non-employee director appointment year
Director pay cap, other years
$750,000
Max combined cash and equity awards for non-employee directors in other years
Votes for declassifying board
55,995,083.73
Votes for amendment to declassify board of directors
Votes for say-on-pay
54,068,553
Votes approving named executive officer compensation on advisory basis
Votes for annual say-on-pay frequency
54,764,000.73
Votes supporting one-year frequency for advisory pay vote
Votes for Deloitte ratification
60,157,609
Votes for ratifying Deloitte & Touche LLP as 2026 auditor
Key Terms
Amended and Restated 2026 Equity Incentive Plan, declassify the Company’s Board of Directors, broker non-votes, independent registered public accounting firm, +1 more
5 terms
Amended and Restated 2026 Equity Incentive Plan financial
"the shareholders of Lantheus Holdings, Inc. approved the Company’s Amended and Restated 2026 Equity Incentive Plan"
declassify the Company’s Board of Directors regulatory
"effecting an amendment to declassify the Company’s Board of Directors over a three-year period"
broker non-votes financial
"Votes For | | Votes Against | | Abstentions | | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Section 162(m) of the Internal Revenue Code of 1986 regulatory
"required for awards to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986"
FAQ
How did Lantheus (LNTH) change its 2026 Equity Incentive Plan?
The plan now reserves 2,000,000 additional common shares for issuance and rebrands as the Amended and Restated 2026 Equity Incentive Plan. It replaces director share caps with dollar-based limits and removes legacy Section 162(m) performance-based compensation provisions that are no longer needed.
What limits now apply to Lantheus (LNTH) non-employee director compensation?
Non-employee directors are now subject to total compensation caps instead of share limits. In a director’s appointment year, combined cash and equity awards are capped at $1,250,000, and in any other service year, total annual cash and equity compensation is capped at $750,000.
Who is Lantheus (LNTH) using as its independent auditor for 2026?
Shareholders ratified Deloitte & Touche LLP as Lantheus Holdings, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification followed strong shareholder support in the auditor appointment proposal’s reported voting results.