Protagonist Therapeutics Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Protagonist Therapeutics, Inc.
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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).
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On June 20, 2024, Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”), held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 24, 2024, the record date for the Annual Meeting, there were 58,643,133 shares of common stock, par value $0.00001 per share (the “Common Stock”), entitled to vote at the meeting.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), to increase the number of authorized shares of Common Stock from 90,000,000 to 180,000,000, which also has the effect of increasing the total number of authorized shares from 100,000,000 to 190,000,000 (the “Amendment”).
On June 21, 2024, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Amendment, which became effective immediately upon such filing.
The foregoing description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the stockholders voted on the four proposals listed below. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 26, 2024. The results of the proposals voted upon at the Annual Meeting were:
Proposal 1 — To elect the three Class II director nominees to hold office until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Each of the three nominees was so elected, with the votes thereon as follows:
| Final Voting Results | ||||||
| Nominee | For | Withheld | Broker Non-Votes | |||
| Sarah A. O’Dowd | 23,937,874 | 19,687,632 | 6,186,924 | |||
| William D. Waddill | 40,485,630 | 3,139,876 | 6,186,924 | |||
| Lewis T. “Rusty” Williams, M.D., Ph.D. | 41,412,428 | 2,213,078 | 6,186,924 | |||
Proposal 2 — To approve, on an advisory basis, the compensation of the Company’s named executive officers. This proposal was approved by the requisite vote, with the votes thereon as follows:
| Final Voting Results | ||||||
| For | Against | Abstentions | Broker Non-Votes | |||
| 33,929,884 | 9,335,699 | 359,923 | 6,186,924 | |||
Proposal 3 — To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2024. This proposal was approved by the requisite vote, with the votes thereon as follows:
| Final Voting Results | ||||||
| For | Against | Abstentions | Broker Non-Votes | |||
| 49,293,711 | 115,292 | 403,427 | -- | |||
Proposal 4 — To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock from 90,000,000 to 180,000,000. This proposal was approved by the requisite vote, with the votes thereon as follows:
| Final Voting Results | ||||||
| For | Against | Abstentions | Broker Non-Votes | |||
| 47,200,237 | 278,523 | 2,333,670 | -- | |||
No other matters were submitted for stockholder action.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Protagonist Therapeutics, Inc. | |
| 104 | The cover page from the Company’s Current Report on Form 8-K formatted in Inline XBRL. | |
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.
| Protagonist Therapeutics, Inc. | ||
| Dated: June 26, 2024 | ||
| By: | /s/ Asif Ali | |
| Asif Ali | ||
| Executive Vice President, Chief Financial Officer | ||