UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading |
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Name of each exchange |
Ordinary Shares, |
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The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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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)
On June 7, 2021, UroGen Pharma Ltd. (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved an amendment to the Company’s 2017 Equity Incentive Plan (the “2017 Plan” and the 2017 Plan, as amended, the “2017 Amended Plan”) to, among other things, increase the number of ordinary shares authorized for issuance under the plan by 400,000 shares. The 2017 Amended Plan was previously approved, subject to shareholder approval, by the Board on March 17, 2021.
The foregoing summary of the changes to the 2017 Plan made pursuant to the adoption of the 2017 Amended Plan at the Annual Meeting is qualified in its entirety by reference to the full text of the 2017 Amended Plan, a copy of which is filed as Exhibit 10.1 to this report and is incorporated by reference herein.
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s shareholders voted on the proposals listed below, each of which was described in the Company’s proxy statement for the Annual Meeting. The voting results are set forth below.
Proposal No. 1 - Election of Directors
The shareholders elected the following eight individuals to serve as directors until the Company’s next annual meeting of shareholders and until their successors are elected. There were no nominees other than those listed below. The voting results are as follows:
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Name |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Arie Belldegrun |
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9,864,608 |
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502,684 |
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4,029,358 |
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Elizabeth Barrett |
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10,219,003 |
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148,289 |
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4,029,358 |
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Cynthia M. Butitta |
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9,737,090 |
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630,202 |
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4,029,358 |
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Fred E. Cohen |
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10,018,592 |
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348,700 |
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4,029,358 |
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Kathryn E. Falberg |
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8,535,766 |
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1,831,526 |
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4,029,358 |
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Stuart Holden |
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10,210,341 |
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156,951 |
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4,029,358 |
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Ran Nussbaum |
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9,901,326 |
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465,966 |
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4,029,358 |
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Shawn C. Tomasello |
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8,534,715 |
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1,832,577 |
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4,029,358 |
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Proposal No. 2 - 2017 Amended Plan.
The shareholders voted to approve the 2017 Amended Plan. The voting results are as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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8,621,564 |
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1,732,743 |
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12,985 |
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4,029,358 |
Proposal No. 3 - Advisory vote on the compensation of the Company’s named executive officers.
On an advisory basis, the shareholders voted to approve the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting. The voting results are as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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8,078,470 |
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2,281,140 |
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7,682 |
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4,029,358 |
Proposal No. 4 - Engagement of PricewaterhouseCoopers LLP as independent auditor.
The shareholders approved the engagement of PricewaterhouseCoopers LLP as the Company’s independent auditor until the Company’s 2022 annual meeting of shareholders. The voting results are as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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14,388,460 |
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6,076 |
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2,114 |
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0 |
Brokers were entitled to cast votes on this proposal without voting instructions from the beneficial owners of the shares. As a result, there were no broker non-votes with respect to this proposal
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Item 9.01 |
Financial Statements and Exhibits. |
(d)
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Exhibit |
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Description |
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10.1 |
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104 |
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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.
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Date: June 8, 2021 |
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UROGEN PHARMA LTD. |
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By: |
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/s/ Molly Henderson |
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Molly Henderson |
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Chief Financial Officer |
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