MNKD 2018 Proxy Statement

PROPOSAL 2 APPROVAL OF THE MANNKIND CORPORATION 2018 EQUITY INCENTIVE PLAN We are asking our stockholders to approve the MannKind Corporation 2018 Equity Incentive Plan, or the 2018 Plan, at the annual meeting. The 2018 Plan was approved by our Board of Directors, or Board, on February 21, 2018, subject to approval by our stockholders. The 2018 Plan is intended to be the successor to the MannKind Corporation 2013 Equity Incentive Plan, or the 2013 Plan. The 2018 Equity Incentive Plan is intended to meet the Company’s objective of balancing stockholder concerns about dilution with the need to provide appropriate incentives to achieve Company performance objectives. Why We are Asking our Stockholders to Approve the 2018 Plan Currently, we maintain the 2013 Plan to grant stock options, restricted stock units and other stock awards in order to provide long-term incentives to our employees, directors, and consultants. Our board of directors decided to adopt and seek approval for the 2018 Plan as the successor to and continuation of the 2013 Plan because it wanted to update the plan provisions to conform with current market practices. Approval of the 2018 Plan by our stockholders will allow us to continue to grant stock options, restricted stock unit awards and other awards at levels determined appropriate by our Board or Compensation Committee. The 2018 Plan will also allow us to utilize a broad array of equity incentives in order to secure and retain the services of our employees, directors and consultants, and to provide long-term incentives that align the interests of our employees, directors and consultants with the interests of our stockholders. Requested Shares Subject to adjustment for certain changes in our capitalization, if this Proposal 2 is approved by our stockholders, the aggregate number of shares of our common stock that may be issued under the 2018 Plan will not exceed the sum of (i) the number of unallocated shares remaining available for the grant of new awards under the 2013 Plan as of the effective date of the 2018 Plan (which is equal to 1,388,179 shares as of March 19, 2018), (ii) 12,000,000 new shares, and (iii) certain shares subject to outstanding awards granted under the 2013 Plan and our MannKind Corporation 2004 Equity Incentive Plan (together, the “Prior Plans”) that may become available for grant under the 2018 Plan as such shares become available from time to time (as further described below in “Description of the 2018 Equity Incentive Plan – Shares Available for Awards”). Based on historic grant practices, our Board has estimated that such aggregate number of shares should be sufficient to cover awards for the next two years. Why You Should Vote to Approve the 2018 Plan Equity Awards Are an Important Part of Our Compensation Philosophy Our Board believes that the issuance of equity awards is a key element underlying our ability to attract, retain and motivate key personnel, non-employee directors, consultants and advisors, and better aligns the interests of our personnel, non-employee directors, consultants and advisors with those of our stockholders. The 2018 Plan will allow us to continue to provide performance-based incentives to our eligible employees, non-employee directors, consultants and advisors. Therefore, the Board believes that the 2018 Plan is in the best interests of the Company and its stockholders and recommends a vote in favor of this Proposal 2. We Have Experienced and Expect to Continue to Experience Substantial Growth in Our Business In the last 18 months, we have substantially expanded our commercial operations, including recruiting our own specialty sales force to promote Afrezza. The Board now believes that the 2018 Plan is necessary to ensure 16