UroGen Pharma Ltd. Announces Executive and Board Changes

TL;DR

UroGen Pharma reshuffled execs and board members on 8/26. New directors elected, comp plans updated.

AI Summary

UroGen Pharma Ltd. announced on August 26, 2025, several key executive and board changes. The company elected new directors and appointed new officers, alongside updates to compensatory arrangements for certain executives. These changes are effective as of August 26, 2025.

Why It Matters

Changes in executive leadership and board composition can signal shifts in company strategy, operational focus, or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Executive and board changes can introduce uncertainty regarding future strategy and leadership stability.

Key Players & Entities

• UroGen Pharma Ltd. (company) — Registrant
• August 26, 2025 (date) — Effective date of changes

FAQ

Filing Documents

• urgn20250826_8k.htm (8-K) — 69KB
• ex_857161.htm (EX-10.1) — 44KB
• ex_857162.htm (EX-10.2) — 146KB
• 0001437749-25-027874.txt ( ) — 439KB
• urgn-20250826.xsd (EX-101.SCH) — 3KB
• urgn-20250826_def.xml (EX-101.DEF) — 12KB
• urgn-20250826_lab.xml (EX-101.LAB) — 15KB
• urgn-20250826_pre.xml (EX-101.PRE) — 12KB
• urgn20250826_8k_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) On August 26, 2025, UroGen Pharma Ltd. (the "Company") held its 2025 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved (i) the Company's Amended and Restated Non-Employee Director and Officer Compensation Policy (the "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, among other things, increase the number of ordinary shares authorized for issuance under the plan by 2,750,000 shares. The Compensation Policy and the 2017 Amended Plan were previously approved, subject to shareholder approval, by the Company's Board of Directors on June 30, 2025. A summary of the principal features of the Compensation Policy and the 2017 Amended Plan are set forth under the headings "Proposal 2—To Approve Amendments to the Company's 2024 Non-Employee Director and Officer Compensation Policy" and "Proposal 3—To Approve Amendments 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 15, 2025 (the "Proxy Statement"). The summaries are qualified in their entirety by reference to the Compensation Policy and the 2017 Amended Plan, filed as Exhibits 10.1 and 10.2 to this report.

07

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 Proxy Statement. The voting results are set forth below. Proposal 1 - Election of Directors The shareholders elected the following seven 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. 19,945,910 1,978,014 11,505,228 Elizabeth Barrett 19,767,638 2,156,287 11,505,228 Cynthia M. Butitta 21,606,978 316,947 11,505,228 Stuart Holden, M.D. 21,653,905 270,020 11,505,228 James A. Robinson, Jr. 21,685,524 238,401 11,505,228 Leana S. Wen, M.D., M.Sc. 21,231,727 692,198 11,505,228 Daniel G. Wildman 21,700,880 223,045 11,505,228 Proposal 2 – Amended and Restated Director and Officer Compensation Policy. The shareholders approved the Compensation Policy. The voting results are as follows: Votes For Votes Against Abstentions Broker Non-Votes 17,894,986 3,295,431 733,507 11,505,228 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 18,403,175 2,777,281 743,465 11,505,228 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 Proxy Statement. The voting results are as follows: Votes For Votes Against Abstentions Broker Non-Votes 18,852,928 2,217,830 853,164 11,505,228 Proposal 5 – Advisory vote on the frequency of shareholder advisory votes on the compensation of

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibit Number Description 10.1 Amended and Restated Non-Employee Director and Officer Compensation Policy 10.2 UroGen Pharma Ltd. 2017 Equity Incentive Plan, as amended 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 27, 2025 UROGEN PHARMA LTD. By: /s/ Chris Degnan Chris Degnan Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR