Astria Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
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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 11, 2025, 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 first amendment to the Company’s Second Amended and Restated 2015 Stock Incentive Plan, (the “Second Amended and Restated 2015 Plan”), which amendment had been previously approved by the Company’s Board of Directors subject to stockholder approval, to increase the number of shares of the Company’s common stock that may be issued under the Second Amended and Restated 2015 Plan by 5,500,000 shares.
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 28, 2025 (the “Proxy Statement”), under the heading “Proposal No. 2—Approval of the first amendment to the Second Amended and Restated 2015 Plan” is incorporated herein by reference. A complete copy of the first amendment to 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 11, 2025, 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 Jill C. Milne, Fred Callori, and Michael Kishbauch as Class I 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 2028. The results of the stockholders’ vote with respect to the election of Class I directors were as follows: |
| Name | Votes For | Votes Withheld | Broker Non- Votes | Votes Abstaining | ||||||||||||
| Jill C. Milne | 49,955,122 | 200,160 | 3,401,529 | - | ||||||||||||
| Fred Callori | 43,513,443 | 6,641,839 | 3,401,529 | - | ||||||||||||
| Michael Kishbauch | 42,381,788 | 7,773,494 | 3,401,529 | - | ||||||||||||
| b) | Proposal 2. The stockholders of the Company approved the first amendment to the Second Amended and Restated 2015 Plan to increase the number of shares of common stock available for grant under the plan by five million, five hundred thousand (5,500,000) shares. The results of the stockholders’ vote with respect to the approval of the first amendment to the Second Amended and Restated 2015 Plan were as follows: |
| Votes For | Votes Against | Broker Non-Votes | Votes Abstaining | ||||||||||
| 42,460,419 | 7,684,293 | 3,401,529 | 10,570 | ||||||||||
| 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, 2025. 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 | ||||||||||
| 53,498,117 | 53,293 | - | 5,401 | ||||||||||
| 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 | ||||||||||
| 43,538,692 | 6,611,451 | 3,401,529 | 5,139 | ||||||||||
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 12, 2025 | By: | /s/ Ben Harshbarger |
| Ben Harshbarger | ||
| Chief Legal Officer | ||