UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 17, 2021, the stockholders of Albireo Pharma, Inc. (“Albireo”) approved the amendment to the Albireo Pharma, Inc. 2018 Equity Incentive Plan (as amended, the “2018 Plan”). The amendment increases the number of shares of Albireo common stock authorized for issuance under the 2018 Plan by 3,000,000 shares.
A detailed summary of the material features of the 2018 Plan is set forth in Albireo’s definitive proxy statement for its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2021. That summary and the foregoing description are qualified in their entirety by reference to the text of the 2018 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 17, 2021, Albireo filed a Certificate of Amendment to its Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the number of shares of Albireo’s common stock authorized for issuance from 30,000,000 shares to 60,000,000 shares (the “Charter Amendment”).
As disclosed in Item 5.07 of this Current Report on Form 8-K, the Charter Amendment was approved by Albireo’s stockholders at the Annual Meeting held on June 17, 2021. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 17, 2021, Albireo held its Annual Meeting. At the Annual Meeting, the stockholders: (1) elected each of Ronald H.W. Cooper, Anne Klibanski, M.D. and Stephanie S. Okey, M.S., to Albireo’s Board of Directors as a Class II directors for a term of three years to serve until the 2024 annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal (“Election of Directors”); (2) approved the Charter Amendment; (3) approved the amendment to the 2018 Plan (the “Equity Incentive Plan Amendment Approval”); and (4) ratified the appointment of Ernst & Young LLP as Albireo’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (“Auditor Ratification”). A more complete description of each of these matters is set forth in Albireo’s definitive proxy statement filed with the SEC on April 27, 2021.
The number of votes cast in favor or against or withheld by the stockholders and, where applicable, the number of abstentions and the number of broker nonvotes on each of the foregoing matters are set forth below.
1. Election of Directors
| Nominee | Shares Voted For | Shares Voted to Withhold Authority | Broker Nonvotes | |||||||||
| Ronald H.W. Cooper | 12,579,829 | 51,510 | 1,562,207 | |||||||||
| Anne Klibanski, M.D. | 12,535,180 | 96,159 | 1,562,207 | |||||||||
| Stephanie S. Okey, M.S. | 12,561,314 | 70,025 | 1,562,207 | |||||||||
2. Charter Amendment
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Nonvotes | |||||||||||
| 13,932,569 | 245,925 | 15,052 | - | |||||||||||
3. Equity Incentive Plan Amendment Approval
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Nonvotes | |||||||||||
| 9,071,271 | 3,550,846 | 9,222 | 1,562,207 | |||||||||||
4. Auditor Ratification
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Nonvotes | |||||||||||
| 14,185,772 | 6,878 | 896 | - | |||||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment to Albireo’s Restated Certificate of Incorporation, as amended, filed with the Secretary of State of the State of Delaware on June 17, 2021. | |
| 10.1 | Albireo Pharma, Inc. 2018 Equity Incentive Plan, as amended. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALBIREO PHARMA, INC. | |
| Date: June 21, 2021 | /s/ Ronald H.W. Cooper |
| Ronald H.W. Cooper | |
| President and Chief Executive Officer |