The Annual Meeting of Stockholders of Anthera Pharmaceuticals, Inc. (the “Company”) will be held on Thursday, April 27, 2017 at 11:00 a.m. local time, at the offices of Goodwin Procter LLP, Three Embarcadero Center, San Francisco, CA 94111, for the following purposes:
1.
To elect one Class II director, as nominated by the Board of Directors, to hold office until the 2020 Annual Meeting of Stockholders or until each such successor is duly elected and qualified;
2.
To ratify the appointment of BDO USA, LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2017;
3.
To approve an amendment to the 2013 Stock Option and Incentive Plan to, among other things, increase the aggregate number of shares authorized for issuance under the plan by shares, which is equal to five percent of the issued and outstanding shares of common stock of the Company as of the date hereof;
4.
To approve an amendment to the 2010 Employee Stock Purchase Plan to increase the maximum number of shares (i) authorized for issuance thereunder by 218,750 shares and (ii) automatically authorized for issuance pursuant to the evergreen from 31,250 to 250,000 shares;
5.
To approve an amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the outstanding shares of the Company’s common stock, par value $0.001 per share, in the range of 1:5 to 1:8 with the exact ratio to be determined by the Board of Directors or a committee of the Board of Directors of the Company in its sole discretion;
