MNKD 2017 Annual Report

complied with the Section 16(a) filing requirements; except that Dr. Castagna failed to timely file one Form 4 during the fiscal year ended December 31, 2017. The Form 4 reportable transaction is described below. On May 29, 2017, in connection with his appointment as our Chief Executive Officer, our board of directors granted Dr. Castagna an option to purchase 191,000 shares of our common stock under our 2013 Equity Incentive Plan (the “Plan”), with 25% of such shares vesting one year after May 25, 2017 and the balance vesting in equal monthly installments over the following 36 months. In accordance with the Plan, the options have an exercise price of $1.52 per share, which was equal to the closing price of our common stock as reported on The NASDAQ Global Market on May 26, 2017. Due to an administrative oversight, the equity award was not timely reported on Form 4 within the 48-hour time window, but was instead filed on June 14, 2017. We have adopted a Code of Business Conduct and Ethics Policy that applies to our directors and employees and have posted the text of the policy on our website ( www.mannkindcorp.com ) in connection with “Investors” materials. In addition, we intend to promptly disclose on our website (i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals, the name of such person who is granted the waiver and the date of the waiver, to the extent any such waiver is required to be disclosed pursuant to the rules and regulations of the SEC. Item 11. Executive Compensation The information required by this Item will be set forth under the caption “Executive Compensation,” “Compensation of Directors,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” in the Proxy Statement, and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item will be set forth under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans” in the Proxy Statement, and is incorporated herein by reference. Item 13. Certain Relationships, Related Transactions and Director Independence The information under the caption “Certain Transactions” and “Corporate Governance Principles and Board and Committee Matters” in the Proxy Statement is incorporated herein by reference. Item 14. Principal Accounting Fees and Services The information required by this Item will be set forth under the caption “Principal Accounting Fees and Services” and “Pre-Approval Policies and Procedures” in the Proxy Statement and is incorporated herein by reference. With the exception of the information specifically incorporated by reference from the Proxy Statement in this Annual Report on Form 10-K, the Proxy Statement shall not be deemed to be filed as part of this report. Without limiting the foregoing, the information under the captions “Report of the Audit Committee of the Board of Directors” in the Proxy Statement is not incorporated by reference. 69