| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 16, 2023, the Board of Directors (“Board”) of Atea Pharmaceuticals, Inc. (the “Company”) amended the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the Amended and Restated Bylaws:
| | • | | address the universal proxy rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including applicable notice and solicitation requirements; |
| | • | | enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings (other than proposals to be included in the Company’s proxy materials pursuant to Rule 14a-8 under Exchange Act), including, without limitation, by requiring additional background information and disclosures regarding proposing stockholders, proposed director nominees and business, and other persons related to a stockholder’s solicitation of proxies; and |
| | • | | require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white. |
The Amended and Restated Bylaws also incorporate certain technical, modernizing, clarifying and conforming changes.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws. The Amended and Restated Bylaws and a copy marked to show changes from the Company’s prior amended and restated bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively, and incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 16, 2022, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Holders of a total of 70,820,524 shares of common stock were present in person or represented by proxy at the Annual Meeting, representing approximately 84.91% percent of the Company’s outstanding common stock as of the April 19, 2023 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the SEC on April 28, 2023.
Item 1 — Election of two Class III Directors to serve until the 2026 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.
| | | | | | | | | | | | |
| NOMINEE | | Votes FOR | | | Votes
WITHHELD | | | Broker Non-Votes | |
Jerome Adams, M.D. | | | 34,544,693 | | | | 22,435,752 | | | | 13,840,079 | |
Barbara Duncan | | | 40,592,669 | | | | 16,387,776 | | | | 13,840,079 | |
Item 2 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
| | | | | | |
| Votes FOR | | Votes AGAINST | | Votes ABSTAINED | | Broker Non-Votes |
| 64,494,470 | | 6,285,533 | | 40,521 | | 0 |
