MNKD 2018 Proxy Statement

What am I voting on? Management is presenting five proposals for stockholder vote. Proposal 1. Election of Seven Directors The first proposal to be voted on is the election of the seven nominees named herein as directors for a one-year term. The Board has nominated these seven people as directors. You may find information about these nominees, as well as information about MannKind’s Board of Directors and its committees, director compensation and other related matters beginning on page 7. You may vote “For” all the nominees, “Withhold” your votes as to all nominees or “Withhold” your votes as to specific nominees. The Board of Directors unanimously recommends a vote FOR all the director nominees named herein. Proposal 2. Approval of MannKind’s 2018 Equity Incentive Plan The second proposal to be voted on is to approve MannKind’s 2018 Equity Incentive Plan (“2018 Plan”), which was adopted by the Board of Directors on February 21, 2018, subject to stockholder approval. The 2018 Plan is intended to be the successor to and continuation of MannKind’s 2013 Equity Incentive Plan (the “2013 Plan”) which includes amendments to, among other things, increase the aggregate number of shares of common stock authorized for issuance and other amendments that align the 2018 Plan with ISS guidelines and changes. You may find information about this proposal beginning on page 16. You may vote “For” or “Against” the proposal or “Abstain” from voting on the proposal. The Board of Directors unanimously recommends a vote FOR Proposal 2. Proposal 3. Approval of an Amendment to MannKind’s 2004 Employee Stock Purchase Plan The third proposal to be voted on is to approve an amendment to MannKind’s 2004 Employee Stock Purchase Plan (“ESPP”) to, among other things, increase the number of shares of common stock authorized for issuance thereunder by 3,000,000 shares. You may find information about this proposal beginning on page 30. You may vote “For” or “Against” the proposal or “Abstain” from voting on the proposal. The Board of Directors unanimously recommends a vote FOR Proposal 3. Proposal 4. Advisory Vote on Executive Compensation The fourth proposal to be voted on is an advisory vote by the stockholders of MannKind regarding the compensation of the Company’s named executive officers as described in this proxy statement, including the disclosures under “Compensation Discussion and Analysis,” the compensation tables and the narrative discussion following the compensation tables. The Company is seeking the stockholders’ approval, on an advisory basis, of the compensation of the named executive officers. You may find information about this proposal beginning on page 36. You may vote “For” or “Against” the proposal or “Abstain” from voting on the proposal. The Board of Directors unanimously recommends a vote FOR Proposal 4. 2