| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 17, 2021, the stockholders of Spero Therapeutics, Inc. (the “Company”) approved amendments to the Company’s 2017 Stock Incentive Plan (as amended, the “2017 Plan”). The amendments provide for the following: (i) increases the number of shares of the Company’s common stock authorized for issuance under the 2017 Plan by 3,200,000 shares, (ii) removes the “evergreen” provision historically included in the 2017 Plan, and (iii) makes certain other amendments.
A detailed summary of the material features of the 2017 Plan is set forth in the Company’s definitive proxy statement for its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) filed with the Securities and Exchange Commission on July 6, 2021. That summary and the foregoing description are qualified in their entirety by reference to the text of the 2017 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On August 17, 2021, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of shares of the Company’s common stock authorized for issuance from 60,000,000 shares to 120,000,000 shares (the “Charter Amendment”).
As disclosed in Item 5.07 of this Current Report on Form 8-K, the Charter Amendment was approved by the Company’s stockholders at the Annual Meeting held on August 17, 2021. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.
| Item 5.07 | Submission of Matters to a Vote of Stockholders |
(a) On August 17, 2021, the Company held its Annual Meeting. Of the 29,699,147 shares of common stock issued and outstanding and eligible to vote as of the record date of June 24, 2021, a quorum of 17,080,660 shares, or 57.51% of the outstanding shares, were present in person or by proxy.
(b) The following actions were taken at the Annual Meeting:
1. The following nominees were reelected to serve on the Company’s board of directors as Class I directors until the Company’s 2024 annual meeting of stockholders, based on the following votes:
| | | | | | |
Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
Cynthia Smith | | 11,100,015 | | 766,943 | | 5,213,600 |
Scott Jackson | | 11,132,059 | | 734,899 | | 5,213,600 |
John C. Pottage, Jr., M.D. | | 10,982,622 | | 884,336 | | 5,213,600 |
2. The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified, based on the following votes:
| | | | | | |
Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
16,861,057 | | 111,263 | | 108,238 | | 0 |
3. The amendments to the 2017 Plan were approved, based on the following votes:
| | | | | | |
Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
9,417,665 | | 2,415,466 | | 33,827 | | 5,213,600 |
4. The Charter Amendment was approved, based on the following votes:
| | | | | | |
Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
16,769,565 | | 255,992 | | 55,001 | | 0 |
