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
(e) At the annual meeting of stockholders of Pieris Pharmaceuticals, Inc. (the “Company”) held on June 25, 2021 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s 2020 Employee, Director and Consultant Equity Incentive Plan (the “2020 EIP”) to add 2,250,000 shares for issuance under the 2020 EIP. The amendment to the 2020 EIP was previously approved and adopted by the Board of Directors of the Company on April 16, 2021, subject to stockholder approval, and became effective upon the receipt of stockholder approval at the Annual Meeting.
A description of the terms and conditions of the 2020 EIP, as amended, is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2021 (the “Proxy Statement”) under the heading “Approval of the Amendment to the 2020 Employee, Director and Consultant Equity Incentive Plan (Proposal 2)” and is incorporated herein by reference. Such description is qualified in its entirety by reference to the actual terms of the 2020 EIP, as amended, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) On June 25, 2021, the Company held the Annual Meeting. Of the 63,303,219 shares of common stock of the Company issued and outstanding and eligible to vote as of the record date of April 27, 2021, a quorum of 42,725,175 shares of common stock, or 67.49% of the outstanding shares, were present in person or by proxy.
(b) At the Annual Meeting, the stockholders: (1) elected each of Peter Kiener, D.Phil. and Christopher Kiritsy to the Company’s Board of Directors as Class I directors, each to serve for a three-year term expiring at the 2024 annual meeting of stockholders (“Election of Directors”); (2) approved an amendment to the 2020 EIP (the “2020 EIP Amendment Approval”); (3) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (“Auditor Ratification”); and (4) approved, on a non-binding basis, the compensation of named executive officers (“Say on Pay”). A more complete description of each of these matters is set forth in the Proxy Statement.
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 non-votes on each of the foregoing matters are set forth below.
1. Election of Directors:
| Name |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Peter Kiener, D.Phil. |
28,160,643 | 4,319,731 | 10,244,801 | |||
| Christopher Kiritsy |
27,136,619 | 5,343,755 | 10,244,801 |
2. 2020 EIP Amendment Approval:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 26,077,211 |
2,756,076 | 3,647,087 | 10,244,801 |
3. Auditor Ratification:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 42,411,086 |
247,436 | 66,653 | — |
4. Say on Pay
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 26,115,252 |
2,718,810 | 3,646,312 | 10,244,801 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| 10.1 | Pieris Pharmaceuticals, Inc. 2020 Employee, Director and Consultant Equity Incentive Plan, as Amended. | |
| 104 | Cover page Interactive Data File (embedded within Inline XBRL document) | |
SIGNATURE
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.
| PIERIS PHARMACEUTICALS, INC. | ||||||
| Dated: June 29, 2021 | /s/ Tom Bures | |||||
| Tom Bures | ||||||
| Vice President, Finance | ||||||