PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box: x
Definitive Proxy Statement
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Additional Materials
Soliciting Material Pursuant to § 240.14a-12
SPECTRUM PHARMACEUTICALS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
Title of each class of securities to which transaction applies:
Aggregate number of securities to which transaction applies:
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
Proposed maximum aggregate value of transaction:
Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form, Schedule or Registration Statement No.:
On June 7, 2017, Spectrum Pharmaceuticals, Inc. began using the presentation materials attached hereto as Exhibit 99.1 in meetings with investors.
Safe Harbor Statement
This presentation contains forward-looking statements regarding future events and the future performance of
Spectrum Pharmaceuticals that involve risks and uncertainties that could cause actual results to differ
materially. These statements are based on management’s current beliefs and expectations. These statements
include but are not limited to statements that relate to our business and its future, our strategy, the success of
our drug candidates, the safety and efficacy of our drug products, product approvals, market potential, product
sales, revenue, development, regulatory and approval timelines, product launches, product acquisitions, capital
resources and any statements that relate to the intent, belief, plans or expectations of Spectrum or its
management, or that are not a statement of historical fact.
Risks that could cause actual results to differ include the possibility that our existing and new drug candidates
may not prove safe or effective, the possibility that our existing and new drug candidates may not receive
approval from the FDA and other regulatory agencies in a timely manner or at all, the possibility that our
existing and new drug candidates, if approved, may not be more effective, safer or more cost efficient than
competing drugs, the possibility that price and other competitive pressures may make the marketing and sale of
our drugs not commercially feasible, the possibility that our efforts to acquire or in-license and develop
additional drug candidates may fail, our lack of sustained revenue history, our limited experience in establishing
strategic alliances, our limited marketing experience, our customer concentration, the possibility for fluctuations
in customer orders, evolving market dynamics, our dependence on third parties for clinical trials, manufacturing,
distribution, information and quality control and other risks that are described in further detail in the Company's
reports filed with the Securities and Exchange Commission. We do not plan to update any such forward-
looking statements and expressly disclaim any duty to update the information contained in this presentation
except as required by law.
Spectrum currently markets six oncology/hematology products that target rare
types of cancer such as advanced metastatic colorectal cancer, acute
lymphoblastic leukemia, multiple myeloma and non-Hodgkin’s lymphoma
Spectrum is also in advanced stages of development with three new compounds
ROLONTIS – a drug to minimize the risk of infection during cancer
treatment is in phase 3 and the Company is expected to file a BLA in 2018.
Poziotinib – a drug being investigated for breast, lung, gastric and head and
neck cancer in multiple phase 2 studies. Interim results are expected before
year end from an investigator sponsored trial initiated at the University of
Texas MD Anderson Cancer Center in non-small cell lung cancer patients
with EGFR exon 20 insertion mutations.
QAPZOLA – a drug to treat non-muscle invasive bladder cancer is about to
begin a phase 3 study.
Spectrum is a Biotech Company Focused on
Bringing Cancer Treatments to Patients in Need
Our mission is to bring the expertise and passion for excellence of our team to acquire,
develop and commercialize pharmaceuticals for unmet medical needs while building
value for our shareholders.
Spectrum has Been Successful at Acquiring and
Advancing Drugs to Treat Cancer
• Acquired Ex-U.S.
rights to market
• Acquired Allos
• Re-acquired rights
for Qapzola from
• Acquired Talon
• Filed Beleodaq
NDA with FDA
• Beleodaq NDA
approved by FDA
rights for 3 drugs
to CASI Pharma
• Filed Evomela
NDA with FDA
• Out-licensed rights
for Zevalin for
• Signed Eagle
• Signed Strategic
• Evomela NDA
approved by FDA
• Launched 6th
• 2 Acquisitions of NASDAQ Listed
Companies with FDA Approved Anti-
• 3 NDAs Filed with FDA
Over 77,000 Cancer Patients Treated in the Last 5 Years
• 2 NDAs Approved by FDA & Marketed
• 3 Novel Late Stage Drugs In-Licensed
• 4 Out-Licensing Deals
• 1 Co-Promotion Agreement
All directors elected annually
Continuing changes to Governance Practices
o Elected an independent Lead Director (Gino Lenaz)
o Adopted Corporate Governance Guidelines
o Adopted Stock Ownership Policy
o Adopted Anti-Hedging Policy
o Amended our 2009 Incentive Award Plan to prohibit recycling or
repricing of our shares of common stock awarded under the plan.
o Only 1 of 21 peer companies has proxy access.
o The Board is continuing to consider the results of the proxy access
Committed to Sound Corporate Governance
Long Term Incentive Compensation
Program Revamped in 2017
• In 2016, the Compensation Committee undertook a comprehensive review of
the Company’s executive compensation practices
• The new program was designed based on, benchmarking versus peers,
feedback from shareholders, advice from an independent compensation
Award sizes are determined annually based on competitive benchmarking data
of peer group.
One third of the target annual LTI value was granted in the form of Performance
Based Units (PBU) tied to the Company’s relative total stockholder return (TSR)
performance, one third of the value was in stock options which will vest over
time, and one third was in restricted stock which will vest over time.
The number of PBUs earned is tied to the Company’s TSR as compared to the
TSR of the peer group measured over a two-year performance period.
Only three other companies in our peer group have a TSR component.
LTI Program Changes
2016 Peer Group
AMAG Pharmaceuticals, Inc.
Albany Molecular Research Inc.
Genomic Health Inc.
Amphastar Pharmaceuticals, Inc.
Mimedx Group, Inc.
Pernix Therapeutics Holdings, Inc.
SciClone Pharmaceuticals Inc.
Supernus Pharmaceuticals, Inc.
Halozyme Therapeutics, Inc.
Sucampo Pharmaceuticals, Inc.
Enanta Pharmaceuticals, Inc.
Ariad Pharmaceuticals, Inc.
Harvard Bioscience, Inc.
Vanda Pharmaceuticals Inc.
Infinity Pharmaceuticals, Inc.
Merrimack Pharmaceuticals, Inc.
NewLink Genetics Corporation
Eagle Pharmaceuticals, Inc.
Independently selected by the Compensation Committee in consultation with the
Company’s compensation consultant. Biotechnology or pharmaceutical industries,
with 2015 revenues of between $60 million and $500 million with market capitalization
of up to approximately $1.0 billion. In the prior year, the peer group referenced had
market capitalization of up to approximately $1.5 billion.
Compensation Plan Structure
• To attract and retain talent in a highly competitive labor market
• Based on pay levels of comparable positions within peer group, as well as
qualifications, experience and role characteristics
• Merit increases based on individual performance and size of annual merit
Payout Factors (for 2016)
• Revenue / Commercial Goals
• Folotyn Patent Litigation
• Development and regulatory goals with respect to Rolontis and Poziotinib
• FDA Approval Goals for Evomela
• Financial Goals – Cash Management
• Strategic Partnerships – Out-Licenses & Other
• Performance Based Units with time and market-based conditions for vesting
• Stock Options with time-based vesting (33%)
• Restricted Stock with time-based vesting (33%)
CEO Compensation Overview
We Seek Your Support at Our Annual
2016 Spectrum Pharmaceuticals Management Recommendations
FOR Election of Directors
FOR Advisory vote to approve the compensation of our named executive officers
FOR every three years to conduct an advisory vote to approve the compensation of our named executive officers
FOR Ratification of the appointment of an independent registered public accounting firm
AGAINST the stockholder proposal on majority voting
Regarding Say on Pay
• Compensation practices have been
updated to benchmark against peer group
• Company has balanced compensation plan
between salary, bonus and LTI
• New LTI Plan that incorporates
performance versus a peer group
• Only 3 of 21 peer companies have a TSR
• Company has executed against key
clinical/regulatory and business
• CEO realized pay down 49% in last 3 years
• CEO pay 56% at-risk compensation
Regarding Majority Voting
• Plurality mechanisms in place and effective
• Potential unintended consequences of
majority voting, including board vacancies
• Majority vote standard could invite outside
• 11 of 21 peer companies continue to have