UroGen Pharma Ltd. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

false 0001668243 0001668243 2025-08-26 2025-08-26

 

 

 

 

 

 

 

 

 

Date of Report (Date of earliest event reported): August 26, 2025 

 

 

UROGEN PHARMA LTD. 

 

 

 

 

 

 

 

Registrant’s telephone number, including area code: +1 (646) 768-9780

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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 ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

On August 26, 2025, UroGen Pharma Ltd. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved (i) the Company’s Amended and Restated Non-Employee Director and Officer Compensation Policy (the “Compensation Policy”) and (ii) an amendment to the Company’s 2017 Equity Incentive Plan (the “2017 Plan” and the 2017 Plan, as amended, the “2017 Amended Plan”) to, among other things, increase the number of ordinary shares authorized for issuance under the plan by 2,750,000 shares. The Compensation Policy and the 2017 Amended Plan were previously approved, subject to shareholder approval, by the Company’s Board of Directors on June 30, 2025. A summary of the principal features of the Compensation Policy and the 2017 Amended Plan are set forth under the headings “Proposal 2—To Approve Amendments to the Company’s 2024 Non-Employee Director and Officer Compensation Policy” and “Proposal 3—To Approve Amendments to the Company’s 2017 Equity Incentive Plan” contained in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on July 15, 2025 (the “Proxy Statement”). The summaries are qualified in their entirety by reference to the Compensation Policy and the 2017 Amended Plan, filed as Exhibits 10.1 and 10.2 to this report.

 

 

 

At the Annual Meeting, the Company’s shareholders voted on the proposals listed below, each of which was described in the Proxy Statement. The voting results are set forth below.

 

 

The shareholders elected the following seven individuals to serve as directors until the Company’s next annual meeting of shareholders and until their successors are elected. There were no nominees other than those listed below. The voting results are as follows:

 

 

Proposal 2 – Amended and Restated Director and Officer Compensation Policy. 

 

The shareholders approved the Compensation Policy. The voting results are as follows:

 

 

 

Proposal 3 - 2017 Amended Plan. 

 

The shareholders approved the 2017 Amended Plan. The voting results are as follows:

 

 

Proposal 4 - Advisory vote on the compensation of the Company’s named executive officers.

 

On an advisory basis, the shareholders approved the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement. The voting results are as follows:

 

 

Proposal 5 – Advisory vote on the frequency of shareholder advisory votes on the compensation of the Company’s named executive officers.

 

On an advisory basis, the shareholders selected one year as the frequency of future advisory votes on the compensation of the Company’s named executive officers. The voting results are as follows:

 

 

In light of and consistent with the votes cast with respect to such proposal, the Board has determined to hold future Say-on-Pay Votes every year until the next required non-binding advisory vote on the frequency of future Say-on-Pay Votes, which will be held no later than the 2031 annual meeting of shareholders.

 

 

The shareholders approved the engagement of PricewaterhouseCoopers LLP as the Company’s independent auditor until the Company’s 2026 annual meeting of shareholders. The voting results are as follows:

 

 

Brokers were entitled to cast votes on this proposal without voting instructions from the beneficial owners of the shares. As a result, there were no broker non-votes with respect to this proposal.

 

 

 

(d)

 

 

 

 

 

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.