Aurinia Pharmaceuticals Inc filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$AUPH
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2025
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||||||||||||
(250 ) 744-2487
(Address and telephone number of registrant's principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| 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:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered | ||||||||||||
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 ☐
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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. | ||||
At the annual general meeting of shareholders of Aurinia Pharmaceuticals Inc. (the "Company") held on May 15, 2025 (the "2025 Meeting"), shareholders of the Company also approved an amended and restated Equity Incentive Plan (the "Plan"). A copy of the Plan is attached as Exhibit 99.1. Descriptions of the material terms and conditions of the Plan are provided in the definitive proxy statement and information circular for the 2025 Meeting, which was filed with the Securities and Exchange Commission on April 17, 2025, and are incorporated by reference herein.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | ||||
Pursuant to the operation of the Business Corporations Act (Alberta), effective May 15, 2025 the Company's Bylaw No. 2 (the "Bylaws") were amended to provide shareholders of the Company the right to set the number of directors.
The foregoing summary of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated in this Item 5.03 by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
(a)The Company held the 2025 Meeting virtually on May 15, 2025.
(b)The following proposals were voted upon at the 2025 Meeting and the final voting results with respect to each such proposal are set forth below:
Proposal 1: Based upon the following votes, the shareholders elected Mr. Kevin Tang, Mr. Jeffrey A. Bailey, Ms. Kathy L. Goetz, Mr. Peter Greenleaf, Mr. Craig Johnson and Ms. Tina S. Nova to serve as members of the Company's board of directors until the annual general meeting of shareholders to be held in 2026.
| Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Mr. Kevin Tang | 66,060,648 | 10,860,057 | 16,871,274 | |||||||||||||||||
| Mr. Jeffrey A. Bailey | 58,403,787 | 18,516,917 | 16,871,275 | |||||||||||||||||
Ms. Kathy L. Goetz | 61,844,787 | 15,075,919 | 16,871,273 | |||||||||||||||||
| Mr. Peter Greenleaf | 59,168,775 | 17,751,929 | 16,871,275 | |||||||||||||||||
| Mr. Craig Johnson | 61,670,962 | 15,249,743 | 16,871,274 | |||||||||||||||||
| Ms. Tina S. Nova | 60,967,841 | 15,952,864 | 16,871,274 | |||||||||||||||||
Proposal 2: Based upon the following votes, the shareholders approved the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the Company's independent registered public accounting firm until the annual general meeting of shareholders to be held in 2026 or until a successor is appointed.
| For | Withhold | Broker Non-Votes | ||||||||||||
| 88,332,423 | 5,459,552 | 4 | ||||||||||||
Proposal 3: Based upon the following votes, the shareholders approved, on a non-binding advisory basis, a “say on pay” resolution regarding the Company's executive compensation.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 58,851,313 | 17,180,345 | 889,047 | 16,871,274 | |||||||||||||||||
Proposal 4: Based upon the following votes, the shareholders approved the Company's Amendment to the Equity Incentive Plan.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 48,215,063 | 28,374,579 | 331,064 | 16,871,273 | |||||||||||||||||
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits.
| Exhibit No. | Description | |||||||
3.1 | ||||||||
99.1 | ||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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.
Date: May 15, 2025
| AURINIA PHARMACEUTICALS INC. | ||||||||
| By: | /s/ Stephen P. Robertson | |||||||
| Name: | Stephen P. Robertson | |||||||
| Title: | Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer | |||||||