MNKD 2018 Proxy Statement

• Broad-based eligibility for equity awards. The vast majority of our employees are eligible to participate in the Amended Purchase Plan. By doing so, we tie our employee’s interests with stockholder interests and motivate our employees to act as owners of the business. General Amended Purchase Plan Information In 2004, the Board of Directors originally adopted the Purchase Plan. There were 400,000 shares of MannKind common stock initially reserved for issuance under the Purchase Plan. In addition, the Purchase Plan contained an evergreen provision providing for an annual increase in the shares available for purchase under the Purchase Plan equal to the lesser of 1% of the outstanding shares of common stock on the record date for each Annual Meeting of Stockholders; 140,000 shares; or a number determined by the Board of Directors, as of the date of each annual meeting of stockholders beginning with annual meeting of stockholders in 2005. Pursuant to the evergreen provision, an additional 1,286,140 shares of MannKind common stock were made available for purchase under the Purchase Plan between 2005 and 2014. The evergreen provision terminated after the annual increase in 2014. In 2017, all employees as a group purchased 199,578 shares at a weighted average price of $1.21 per share under the Purchase Plan. As of March 19, 2018, an aggregate of 1,526,077 shares of MannKind common stock had been purchased under the Purchase Plan and 160,063 shares of common stock remained available for future purchase under the Purchase Plan. A total of 123,011,353 shares of MannKind common stock were outstanding as of March 19, 2018. Securities Authorized For Issuance Under Equity Compensation Plans See “Securities Authorized For Issuance Under Equity Compensation Plans” on page 67 of this proxy statement for certain information with respect to all of our equity compensation plans in effect as of December 31, 2017. R EQUIRED V OTE AND B OARD OF D IRECTORS R ECOMMENDATION In this Proposal 3, stockholders are requested to approve the Amended Purchase Plan. Approval of Proposal 3 requires the affirmative vote of the holders of a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting. Abstentions will be counted toward the tabulation of votes cast on Proposal 3 and will have the same effect as “Against” votes. Broker non-votes are counted toward a quorum, but will have no effect on the outcome of the vote. THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3 Description of the Amended Purchase Plan The material features of the Amended Purchase Plan are outlined below. This summary is qualified in its entirety by reference to the complete text of the Amended Purchase Plan. Stockholders are urged to read the actual text of the Amended Purchase Plan in its entirety, which is appended to this proxy statement as Exhibit B and may be accessed from the SEC’s website at www.sec.gov . Purpose The purpose of the Amended Purchase Plan is to provide a means by which employees of MannKind (and any related corporations designated by the Board of Directors to participate in the Amended Purchase Plan) may 31