Table of Contents 1 105

MNKD 2018 Proxy Statement

Notice of Annual Meeting 1
Proxy Statement 3
Questions and Answers About These Proxy Materials and Voting 3
Proposal 1 9
Election of Directors 9
Nominees 9
Corporate Governance Principles and Board and Committee Matters 12
Independence of the Board of Directors 12
Information Regarding the Board of Directors and its Committees 12
Board Leadership Structure 12
Role of the Board in Risk Oversight 12
Committees of the Board of Directors 13
Consideration of Director Nominees 15
Meeting of the Board of DIrectors 16
Executive Sessions 16
Stockholder Communications with the Board of Directors 16
Code of Business Conduct and Ethics 17
Complensation Commitee Interlocks and Insider Participation 17
Proposal 2 18
Approval of the Mannkind Corporation 2018 Equity Incentive Plan 18
Proposal 3 32
Amendment to Employee Stock Purchase Plan 32
Proposal 4 38
Advisory Vote on Executive Compensation 38
Required Vote and Board of Directors Recommendation 39
Proposal 5 40
Ratification of Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm 40
Required Vote and Board of Directors Recommendation 40
Principal Accounting Fees and Services 40
Pre-approval Polices and Procedures 41
Security Ownership of Certian Beneficial Owners and Management 42
Executive Officers of the Registrant 44
Compensation of Directors 46
Executive Compensation 49
Compensation Discussion and Analysis 49
Compensation Components 52
Summary Compensation Table 55
Grants of Plan-based Awards 56
Option Exercises and Stock Vested 63
Potential Payments Upon Temination of Change of Control 64
Securities Authorized for Issuance Under Equity Compensation Plans 69
Compensation Committee Report 70
Report of the Audit Committee of the Board of Directors 71
Section 16(a) Beneficial Ownership Reporting Compliance 72
Related-person Transactions Policy and Procedures 72
Certain Transactions 73
Transactions with the Mann Group 73
Transaction with the Kresa Family Foundation 73
Householding of Proxy Materials 74
Annual Report 75
Other Matters 75
Exhibit A - 2018 Equity Incentive Plan 76
Exhibit B - 2004 Employee Stock Purchase Plan 97

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