Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 1, 2020, the Board of Directors (the "Board") of Momenta Pharmaceuticals, Inc., a Delaware corporation (the "Company"), approved the amendment and restatement of the Company's 2013 Incentive Award Plan (the "Amended and Restated 2013 Plan"), subject to and effective upon stockholder approval. At the Company's 2020 Annual Meeting of Stockholders, held on June 23, 2020 (the "Annual Meeting"), stockholders approved the Amended and Restated 2013 Plan. The Amended and Restated 2013 Plan (i) increases the number of shares of common stock available for issuance under the Amended and Restated 2013 Plan by 7,000,000 shares and (ii) extends the expiration date of the Amended and Restated 2013 Plan to April 1, 2030. For a description of the terms and conditions of the Amended and Restated 2013 Plan, see "Summary of the Amended and Restated 2013 Plan" under "Proposal Four-Approval of Amendment and Restatement of Momenta Pharmaceuticals, Inc. 2013 Incentive Award Plan" in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 24, 2020, for the Annual Meeting (the "Proxy Statement"), which description is incorporated by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company's Annual Meeting was held on June 23, 2020. Of the 117,708,448 shares of the Company's common stock entitled to vote, 112,597,666 shares were present or represented by proxy at the Annual Meeting. The matters voted on at the Annual Meeting, and the voting results for each matter, were as follows:

1. The stockholders elected each of the two Class I nominees to the Company's Board of Directors to hold office until the 2023 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until their respective deaths, resignations or removals.





                       For            Against        Abstain       Broker Non-Votes
Bruce L. Downey     106,865,984       1,165,295       167,589              4,398,798
Georges Gemayel     107,303,651         727,627       167,590              4,398,798

2. The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020.





For:         111,723,491
Against:         705,227
Abstain:         168,948

3. The stockholders approved on an advisory, non-binding basis the compensation of the Company's named executive officers.





For:                  105,475,049
Against:                2,505,217
Abstain:                  218,602
Broker Non-Votes:       4,398,798

4. The stockholders approved the amendment and restatement of the Momenta Pharmaceuticals, Inc. 2013 Incentive Award Plan.





For:                  104,184,254
Against:                3,840,419
Abstain:                  174,195
Broker Non-Votes:       4,398,798

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