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 May 29, 2024, the stockholders of Spero Therapeutics, Inc. (the “Company”) approved an amendment to the Company’s 2017 Stock Incentive Plan (as amended, the “2017 Plan”) to increase in the number of shares of the Company’s common stock authorized for issuance under the 2017 Plan by 3,000,000 shares.
A detailed summary of the material features of the 2017 Plan is set forth in the Company’s definitive proxy statement (the “Proxy Statement”) for its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) filed with the Securities and Exchange Commission on April 16, 2024. That summary and the foregoing description are qualified in their entirety by reference to the text of the 2017 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.
| Item 5.07 | Submission of Matters to a Vote of Stockholders |
(a) On May 29, 2024, the Company held its Annual Meeting. Of the 53,892,889 shares of common stock issued and outstanding and eligible to vote as of the record date of April 5, 2024, a quorum of 36,772,282 shares, or 68.23% of the outstanding shares, were present in person or by proxy.
(b) The following actions were taken at the Annual Meeting:
1. The following nominees were reelected to serve on the Company’s board of directors as Class I directors until the Company’s 2027 annual meeting of stockholders, based on the following votes:
| Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Scott Jackson |
23,024,499 | 1,712,167 | 12,035,616 | |||||||||
| John C. Pottage, Jr., M.D. |
24,467,399 | 269,267 | 12,035,616 | |||||||||
| Cynthia Smith |
24,424,540 | 312,126 | 12,035,616 | |||||||||
2. The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified, based on the following votes:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 36,628,785 | 137,585 | 5,912 | 0 |
3. The advisory vote of the compensation of the Company’s named executive officers, as described in the Proxy Statement, was approved, based on the following votes:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 23,890,281 | 442,014 | 404,371 | 12,035,616 |
4. The amendment to the 2017 Plan was approved, based on the following votes:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 22,794,466 | 1,882,600 | 59,600 | 12,035,616 |
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1# | Spero Therapeutics, Inc. 2017 Stock Incentive Plan, as amended. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| # | Management contract or compensatory plan. |
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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.
| Date: June 3, 2024 | SPERO THERAPEUTICS, INC. | |||||
| By: | /s/ Esther Rajavelu | |||||
| Esther Rajavelu | ||||||
| Chief Financial Officer and Chief Business Officer | ||||||
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