MNKD 2018 Proxy Statement

PROPOSAL 5 RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board of Directors has selected Deloitte & Touche LLP (“Deloitte”), as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 and has directed management to submit the selection of Deloitte for ratification by the stockholders at the Annual Meeting. Deloitte has served as the Company’s independent auditor since 2001. Representatives of Deloitte are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. Stockholder ratification of the selection of Deloitte as our independent registered public accounting firm is not required by our Amended and Restated Bylaws or otherwise. The Board of Directors is seeking such ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection of Deloitte as our independent registered public accounting firm, the Audit Committee of the Board of Directors will consider whether to retain that firm for the fiscal year ending December 31, 2018. R EQUIRED V OTE AND B OARD OF D IRECTORS R ECOMMENDATION Approval of Proposal 5 requires the affirmative vote 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 the proposal and will have the same effect as “Against” votes. Broker non-votes are counted towards a quorum, but will have no effect on the outcome of the vote. T HE B OARD OF D IRECTORS R ECOMMENDS A V OTE FOR PROPOSAL 5 P RINCIPAL A CCOUNTING F EES AND S ERVICES The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2017 and 2016 by Deloitte and its subsidiaries, the affiliates of Deloitte & Touche LLP, Deloitte Touche Tohmatsu Limited and its member firm (collectively, the Deloitte entities). All entities which collectively represent the Company’s principal accounting firm. 2017 2016 Audit Fees(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,143,258 $1,347,225 Tax Fees(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101,208 95,649 Total Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,244,466 $1,442,874 (1) Represents the aggregate fees billed for professional services rendered for the reviews and audit of our consolidated financial statements and internal control over financial reporting including related regulatory filings and related comfort letters on such. (2) Represents the aggregate fees for professional services rendered for tax compliance, tax advice and tax planning. These fees in 2017 and 2016 represent fees for 1) tax compliance services including the preparation of federal, foreign, state and local tax returns, extensions and estimated tax payments and 2) tax planning services including advice and coordination related to the wind-up of the Netherlands and German tax structures and entities, state nexus analysis and ownership analysis under Section 382. All fees described above were pre-approved by the Audit Committee. 38