| Item 5.03 | Amendments to Articles of Incorporation or Bylaws. |
As noted in Item 5.07 below, the stockholders of the Company approved an amendment to the Company’s amended and restated certificate of incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 125,000,000 shares to 200,000,000 shares. A copy of the Certificate of Amendment to the Company’s amended and restated certificate of incorporation reflecting the foregoing amendment filed with the Secretary of the State of Delaware on June 4, 2021 is attached hereto as Exhibit 3.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The following proposals were submitted to the stockholders at the 2021 Annual Meeting of Stockholders of Allena Pharmaceuticals, Inc. (the “Company”) held on June 3, 2021 (the “Annual Meeting”):
(i) The election of two Class I directors, as nominated by the Board of Directors of the Company (the “Board”), each to serve a three-year term expiring at the 2024 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; and
(ii) The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2021.
(iii) The approval of an amendment to the Company’s amended and restated certificate of incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 125,000,000 shares to 200,000,000 shares.
The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 22, 2021.
The number of shares of common stock entitled to vote at the Annual Meeting was 56,938,327. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 36,487,117. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and all director nominees were elected.
The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:
| (a) | Election of Class I Directors. |
| | | | | | | | |
Director Nominee | | Votes For | | | Votes
Withheld | |
| | |
Alexey Margolin, Ph.D | | | 19,080,317 | | | | 6,476,905 | |
Mark J. Fitzpatrick | | | 24,870,968 | | | | 686,254 | |
There were 10,929,895 broker non-votes regarding the election of directors.
| (b) | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. |
Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the voting included 35,719,729 votes for, 652,049 votes against and 115,338 votes abstained. There were no broker non-votes regarding this proposal.
