UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 5, 2024, Astria Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders, upon the recommendation of the Company’s Board of Directors, approved the second amendment and restatement of the Company’s Amended and Restated 2015 Stock Incentive Plan, as amended (the “2015 Plan”, and as further amended and restated, the “Second Amended and Restated 2015 Plan”), which amendment and restatement had been previously approved by the Company’s Board of Directors subject to stockholder approval, to, among other things, increase the number of shares of the Company’s common stock that may be issued under the 2015 Plan by 5,750,000 shares, and extend the term of the 2015 Plan to ten years from the date the Second Amended and Restated 2015 Plan is approved by the stockholders of the Company.
The description of the Second Amended and Restated 2015 Plan contained in the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 22, 2024 (the “Proxy Statement”), under the heading “Proposal No. 2—Approval of the Second Amendment and Restatement of the 2015 Plan” is incorporated herein by reference. A complete copy of the Second Amended and Restated 2015 Plan is attached as Appendix A to the Proxy Statement and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 5, 2024, the Company held the Annual Meeting. The following is a summary of the matters voted on at the Annual Meeting.
| a) | Proposal 1. The stockholders of the Company elected Sunil Agarwal, Gregg Lapointe and Jonathan Violin as Class III directors to the Company’s Board of Directors, each to serve for a three-year term expiring at the annual meeting of stockholders to be held in 2027. The results of the stockholders’ vote with respect to the election of Class III directors were as follows: |
| Name | Votes For | Votes Withheld | Broker Non- Votes | Votes Abstaining | ||||||||||||
| Sunil Agarwal | 46,212,531 | 23,723 | 4,868,973 | - | ||||||||||||
| Gregg Lapointe | 38,546,969 | 7,366,654 | 5,191,604 | - | ||||||||||||
| Jonathan Violin | 39,155,703 | 6,757,920 | 5,191,604 | - | ||||||||||||
| b) | Proposal 2. The stockholders of the Company approved the Second Amended and Restated 2015 Plan, to, among other things, increase the number of shares of common stock available for grant under the 2015 Plan by 5,750,000 shares, and extend the term of the 2015 Plan to ten years from the date the Second Amended and Restated 2015 Plan was approved by the stockholders of the Company. The results of the stockholders’ vote with respect to the approval of the Second Amended and Restated 2015 Plan were as follows: |
| Votes For | Votes Against | Broker Non-Votes | Votes Abstaining | |||
| 33,617,011 | 12,637,381 | 4,848,249 | 2,586 |
| d) | Proposal 3. The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the stockholders’ vote with respect to the ratification of such appointment were as follows: |
| Votes For | Votes Against | Broker Non-Votes | Votes Abstaining | |||
| 51,069,770 | 32,061 | - | 3,396 |
| e) | Proposal 4. The stockholders of the Company approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of the stockholders’ vote with respect to the advisory vote on executive compensation were as follows: |
| Votes For | Votes Against | Broker Non-Votes | Votes Abstaining | |||
| 40,882,888 | 5,346,924 | 4,868,967 | 6,448 |
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.
| ASTRIA THERAPEUTICS, INC. | ||
| Date: June 6, 2024 | By: | /s/ Ben Harshbarger |
| Ben Harshbarger | ||
| Chief Legal Officer | ||