Protagonist Therapeutics Elects Directors, Ratifies Auditors

Ticker: PTGX · Form: 8-K · Filed: Jun 26, 2024 · CIK: 1377121

Sentiment: neutral

Topics: corporate-governance, board-of-directors, auditor-ratification

TL;DR

Protagonist Therapeutics elected new board members and kept PwC as their auditor. #CorporateGovernance

AI Summary

On June 20, 2024, Protagonist Therapeutics, Inc. filed an 8-K report detailing the results of its 2024 Annual Meeting of Stockholders. The company announced the election of two Class II directors, Dr. Jonathan Leff and Ms. Sarah P. Kelly, to serve until the 2027 annual meeting. Additionally, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.

Why It Matters

This filing confirms the composition of Protagonist Therapeutics' board of directors and its auditor for the upcoming fiscal year, providing transparency to investors regarding corporate governance and financial oversight.

Risk Assessment

Risk Level: low — The filing is routine and concerns standard corporate governance matters like director elections and auditor ratification, posing no immediate new risks.

Key Players & Entities

FAQ

Who were the individuals elected as Class II directors?

Dr. Jonathan Leff and Ms. Sarah P. Kelly were elected as Class II directors.

Until when will the elected directors serve?

The elected directors will serve until the 2027 annual meeting of stockholders.

What firm was ratified as the independent registered public accounting firm?

PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm.

For which fiscal year was PricewaterhouseCoopers LLP appointed?

PricewaterhouseCoopers LLP was appointed for the fiscal year ending December 31, 2024.

What was the date of the earliest event reported in this 8-K filing?

The date of the earliest event reported was June 20, 2024.

Filing Stats: 903 words · 4 min read · ~3 pages · Grade level 11.1 · Accepted 2024-06-26 16:12:51

Key Financial Figures

Filing Documents

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Annual Meeting, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), to increase the number of authorized shares of Common Stock from 90,000,000 to 180,000,000, which also has the effect of increasing the total number of authorized shares from 100,000,000 to 190,000,000 (the "Amendment"). On June 21, 2024, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Amendment, which became effective immediately upon such filing. The foregoing description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the stockholders voted on the four proposals listed below. The proposals are described in detail in the Company's definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 26, 2024. The results of the proposals voted upon at the Annual Meeting were: Proposal 1 — To elect the three Class II director nominees to hold office until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Each of the three nominees was so elected, with the votes thereon as follows: Final Voting Results Nominee For Withheld Broker Non-Votes Sarah A. ODowd 23,937,874 19,687,632 6,186,924 William D. Waddill 40,485,630 3,139,876 6,186,924 Lewis T. Rusty Williams, M.D., Ph.D. 41,412,428 2,213,078 6,186,924 Proposal 2 — To approve, on an advisory basis, the compensation of the Company's named executive officers. This proposal was approved by the requisite vote, with the votes thereon as follows: Final Voting Results For Against Abstentions Broker Non-Votes 33,929,884 9,335,699 359,923 6,186,924 Proposal 3 — To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2024. This proposal was approved by the requisite vote, with the votes thereon as follows: Final Voting Results For Against Abstentions Broker Non-Votes 49,293,711 115,292 403,427 -- Proposal 4 — To approve an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock from 90,000,000 to 180,000,000. This proposal was approved by the requisite vote, with the votes thereon as follows: Final Voting Results For Against Abstentions Broker Non-Votes 47,200,237 278,523 2,333,670 -- No other matters were submitted for stockholder action.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Protagonist Therapeutics, Inc. 104 The cover page from the Company's Current Report on Form 8-K formatted in Inline XBRL. SIGNATURE 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. Protagonist Therapeutics, Inc. Dated: June 26, 2024 By: /s/ Asif Ali Asif Ali Executive Vice President, Chief Financial Officer

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