Xeris Biopharma Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$XERS
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): June 5, 2024
(Exact name of registrant as specified in its charter)
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(844 ) 445-5704
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Not Applicable
(Former name or former address, if changed since last 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.
At the Xeris Biopharma Holdings, Inc. (the “Company”) 2024 Annual Meeting of stockholders held on June 5, 2024 (the “Annual Meeting”), the Company’s stockholders approved the First Amendment to the Xeris Pharmaceuticals, Inc. 2018 Employee Stock Purchase Plan (the “First Amendment to the ESPP”). The First Amendment to the ESPP (i) removes the “evergreen” provision which provides for annual increases in the aggregate number of shares available for issuance thereunder and (ii) increases the aggregate number of shares available thereunder by 6,636,632 additional shares.
The foregoing description of the First Amendment to the ESPP is qualified in its entirety by reference to the full text of the First Amendment to the ESPP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on June 5, 2024. As of April 12, 2024, the record date for the Annual Meeting, there were 148,253,615 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 23, 2024: (i) to elect Paul R. Edick, Ricki Fairley and Marla S. Persky as Class III directors of the Company to serve until the 2027 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal ("Proposal 1"); (ii) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 ("Proposal 2"); to indicate, (iii) on a non-binding advisory basis, the preferred frequency of future stockholder advisory votes on the compensation of our named executive officers ("Proposal 3"); (iv) to approve, on a non-binding advisory basis, the compensation of our named executive officers ("Proposal 4") and (v) to approve an amendment to the Xeris Pharmaceuticals, Inc. 2018 employee stock purchase plan (1) to remove the "evergreen" provision which provides for annual increases in the aggregate number of shares available for issuance thereunder and (2) increase the aggregate number of shares available thereunder by 6,636,632 additional shares ("Proposal 5").
The Company’s stockholders approved the Class III director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for the Class III directors as follows*:
| Class III Director Nominee | For | Withhold | Broker Non-Votes | |||||||||||||||||
| Paul R. Edick | 58,524,066 | 6,505,672 | 36,161,541 | |||||||||||||||||
| Ricki Fairley | 58,511,772 | 6,520,445 | 36,159,062 | |||||||||||||||||
| Marla S. Persky | 47,442,889 | 17,566,155 | 36,182,235 | |||||||||||||||||
The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows*:
| For | Against | Abstain | ||||||||||||
| 99,452,328 | 807,990 | 930,961 | ||||||||||||
The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows*:
| Frequency of future stockholder advisory votes | For | Withhold | Broker Non-Votes | |||||||||||||||||
| one year | 62,326,675 | 1,375,197 | 36,159,062 | |||||||||||||||||
| two years | 419,074 | |||||||||||||||||||
| three years | 911,271 | |||||||||||||||||||
The Company’s stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows*:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 57,804,619 | 6,665,428 | 562,170 | 36,159,062 | |||||||||||||||||
The Company’s stockholders approved Proposal 5. The votes cast at the Annual Meeting were as follows*:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 57,574,020 | 6,941,808 | 516,389 | 36,159,062 | |||||||||||||||||
*Fractional shares have been rounded to the nearest whole number.
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | ||||
10.1 | |||||
104 | Cover Page Interactive Data File (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: June 5, 2024 | Xeris Biopharma Holdings, Inc. | |||||||||||||
| By: | /s/ Steven M. Pieper | |||||||||||||
| Name: Steven M. Pieper | ||||||||||||||
Title: Chief Financial Officer | ||||||||||||||