false 0001583648 0001583648 2023-06-21 2023-06-21

 

 

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

 

 

 

 

 

Registrant’s telephone number, including area code: 857-246-8998

 

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:

 

 

 

 

 

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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.  ☐

 

 

 

(e) At the annual meeting of stockholders of Pieris Pharmaceuticals, Inc. (the “Company”) held on June 21, 2023 (the “Annual Meeting”), the Company’s stockholders approved each of the (i) amendment to the Company’s 2020 Employee, Director and Consultant Equity Incentive Plan (the “2020 EIP”) to add 6,000,000 shares for issuance under the 2020 EIP and (ii) the 2023 Employee Stock Purchase Plan (the "2023 ESPP"). The amendment to the 2020 EIP and the 2023 ESPP were previously approved and adopted by the Board of Directors of the Company on March 22, 2023, subject to stockholder approval, and became effective upon the receipt of stockholder approval at the Annual Meeting.

 

A description of the terms and conditions of the 2020 EIP, as amended is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2023 (the “Proxy Statement”) under the heading “Approval of the Amendment to the 2020 Employee, Director and Consultant Equity Incentive Plan, As Amended (Proposal 2)” and is incorporated herein by reference. Such description is qualified in its entirety by reference to the actual terms of the 2020 EIP, as amended, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

A description of the terms and conditions of the 2023 ESPP is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2023 (the “Proxy Statement”) under the heading “Approval of the 2023 Employee Stock Purchase Plan (Proposal 3)" and is incorporated herein by reference. Such description is qualified in its entirety by reference to the actual terms of the 2023 ESPP, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

(a) On June 21, 2023, the Company held the Annual Meeting. Of the 74,519,103 shares of common stock of the Company issued and outstanding and eligible to vote as of the record date of April 24, 2023, a quorum of 44,843,803 shares of common stock, or 60.17% of the outstanding shares, were present in person or by proxy.

 

(b) At the Annual Meeting, the stockholders: (1) elected each of Stephen S. Yoder, Michael Richman, and Matthew L. Sherman, M.D. to the Company’s Board of Directors as Class III directors, each to serve for a three-year term expiring at the 2026 annual meeting of stockholders (“Election of Directors”); (2) approved an amendment to the 2020 EIP (the “2020 EIP Amendment Approval”); (3) approved the 2023 ESPP  (4) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (“Auditor Ratification”); and (4) approved, on a non-binding basis, the compensation of named executive officers (“Say on Pay”). A more complete description of each of these matters is set forth in the Proxy Statement.

 

The number of votes cast in favor or against or withheld by the stockholders and, where applicable, the number of abstentions and the number of broker non-votes on each of the foregoing matters are set forth below.

 

1. Election of Directors

 

 

 

2. 2020 EIP Amendment Approval

 

 

 

3. 2023 ESPP Approval

 

 

 

4. Auditor Ratification

 

 

 

5. Say on Pay

 

 

 

 

(d) Exhibits.

 

 

 

 

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.