Lantheus Holdings, Inc. 8-K

What Happened

• Lantheus Holdings, Inc. filed a Certificate of Amendment on April 30, 2026, to declassify its Board of Directors over a three-year period. As required by Delaware law, the amendment also provides that, once declassified, shareholders may remove directors with or without cause. The Certificate of Amendment was approved by shareholders at the Company’s April 30, 2026 Annual Meeting.
• At the same meeting, shareholders approved the Company’s Amended and Restated 2026 Equity Incentive Plan (A&R 2026 Equity Incentive Plan), which amends and restates the 2015 Equity Incentive Plan. The amended plan and the Certificate of Amendment are filed as exhibits to the Form 8‑K.

Key Details

• Date filed/approved: Certificate of Amendment and shareholder approvals occurred April 30, 2026.
• Board governance change: Declassification implemented over a three-year period; post-declassification, shareholders may remove directors with or without cause.
• Equity plan changes: Increases shares reserved for issuance under the plan by 2,000,000 shares.
• Director compensation limits: Replaces a fixed share limit (previously up to 500,000 shares) with dollar caps — up to $1,250,000 in combined cash and equity in a director’s year of appointment and up to $750,000 in any other year.
• Technical change: Removes/revises provisions tied to Section 162(m) performance-based compensation requirements (reflecting changes in applicable tax law).

Why It Matters

• The declassification shifts Lantheus toward annual director elections over a three-year transition, and expressly allows shareholder removal of directors with or without cause once declassification is complete — a governance change that increases the frequency of director elections and clarifies shareholder removal rights.
• The amended equity plan increases the number of shares available for awards (2,000,000 additional shares) and changes how non-employee director pay is capped (dollar-based limits instead of a share cap), which affects how future compensation awards may be granted and authorized.
• Investors should note these are governance and compensation actions approved by shareholders; the filings include the Certificate of Amendment (Exhibit 3.1) and the full A&R 2026 Equity Incentive Plan (Exhibit 10.1) for detailed terms.