UroGen Pharma (URGN) 8-K Departure of Directors or Certain Officers

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): August 6, 2024

UROGEN PHARMA LTD.

(Exact name of registrant as specified in its charter)

Israel	001-38079	98-1460746
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 Alexander Park Drive, 4th Floor Princeton, New Jersey	08540
(Address of principal executive offices)	(Zip Code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, par value NIS0.01 per share	URGN	The Nasdaq Stock Market LLC

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On August 6, 2024, UroGen Pharma Ltd. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved (i) the Company’s 2024 Non-Employee Director and Officer Compensation Policy (the “2024 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 increase the number of ordinary shares authorized for issuance under the plan by 800,000 shares. The 2024 Compensation Policy and the 2017 Amended Plan were previously approved, subject to shareholder approval, by the Company’s Board of Directors on June 14, 2024. A summary of the principal features of the 2024 Compensation Policy and the 2017 Amended Plan are set forth under the headings “Proposal 2—To Approve the Company’s 2024 Non-Employee Director and Officer Compensation Policy” and “Proposal 3—To Approve an Amendment 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 1, 2024. The summaries are qualified in their entirety by reference to the 2024 Compensation Policy and the 2017 Amended Plan, filed as Exhibits 10.1 and 10.2 to this report.

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

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

Proposal 1 - Election of Directors

The shareholders elected the following eight 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:

Name	Votes For		Votes Withheld		Broker Non-Votes
Arie Belldegrun, M.D., FACS		24,210,538		2,096,113		6,748,640
Elizabeth Barrett		26,265,811		40,840		6,748,640
Cynthia M. Butitta		25,614,657		691,994		6,748,640
Fred E. Cohen, M.D., D.Phil.		25,753,702		552,949		6,748,640
Stuart Holden, M.D.		25,594,793		711,858		6,748,640
James A. Robinson, Jr.		26,184,412		122,239		6,748,640
Leana S. Wen, M.D., M.Sc.		26,092,046		214,605		6,748,640
Daniel G. Wildman		26,274,644		32,007		6,748,640

Proposal 2 - 2024 Compensation Policy.

The shareholders approved the 2024 Compensation Policy. The voting results are as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
22,359,904	3,433,075	513,672	6,748,640

Proposal 3 - 2017 Amended Plan.

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

Votes For	Votes Against	Abstentions	Broker Non-Votes
22,707,108	3,050,813	548,730	6,748,640

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 Company’s proxy statement for the Annual Meeting. The voting results are as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
22,609,477	3,143,555	553,619	6,748,640

Proposal 5 - Engagement of PricewaterhouseCoopers LLP as independent auditor.

The shareholders approved the engagement of PricewaterhouseCoopers LLP as the Company’s independent auditor until the Company’s 2025 annual meeting of shareholders. The voting results are as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
33,039,893	8,345	7,053	0

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.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibit Number	Description
10.1	UroGen Pharma Ltd. 2024 Non-Employee Director and Officer Compensation Policy
10.2	UroGen Pharma Ltd. 2017 Equity Incentive Plan
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: August 8, 2024	UROGEN PHARMA LTD.
	By:	/s/ Don Kim
		Don Kim
		Chief Financial Officer