UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 13, 2023, at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of BioCryst Pharmaceuticals, Inc. (the “Company”), the Company’s stockholders approved, by the affirmative vote of a majority of the shares of the Company’s common stock represented in person or by proxy at the Annual Meeting and voting on the proposal, a proposal to amend and restate the BioCryst Pharmaceuticals, Inc. Stock Incentive Plan (such plan, as amended and restated, the “Stock Incentive Plan”), increasing the number of shares available for issuance under the Stock Incentive Plan by 7,000,000 shares (the “Incentive Plan Proposal”). A detailed description of the Stock Incentive Plan is included in the Company’s Definitive Proxy Statement for the Annual Meeting. The description of the Stock Incentive Plan in this report does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on June 13, 2023 for the purpose of (1) electing four directors to serve for a term ending at the Company’s 2026 annual meeting of stockholders and until a successor is duly elected and qualified; (2) ratifying the selection of Ernst & Young LLP as the Company’s independent registered public accountants for 2023; (3) holding an advisory vote approving the Company’s executive compensation; (4) holding an advisory vote on the frequency of future advisory votes on the Company’s executive compensation; and (5) approving the Incentive Plan Proposal described in Item 5.02 above.
The nominees for director were elected by the following votes:
| FOR | WITHHELD | |||
| George B. Abercrombie | 115,339,248 | 8,886,055 | ||
| Theresa M. Heggie | 109,979,956 | 14,245,347 | ||
| Amy E. McKee, M.D. | 115,962,885 | 8,262,418 | ||
| Jon P. Stonehouse | 115,813,870 | 8,411,433 |
In addition, there were 29,924,456 broker non-votes for each director.
The proposed ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accountants for 2023 was approved by the following votes:
| FOR | 147,314,382 |
| AGAINST | 6,420,578 |
| ABSTAIN | 414,799 |
The proposed advisory resolution regarding executive compensation was approved by the following votes:
| FOR | 112,956,369 |
| AGAINST | 10,424,056 |
| ABSTAIN | 844,878 |
| BROKER NON-VOTES | 29,924,456 |
The proposal relating to the advisory vote on the frequency of future advisory votes on the Company’s executive compensation was voted on as follows:
| ONE YEAR | 116,872,561 |
| TWO YEARS | 490,032 |
| THREE YEARS | 4,607,253 |
| ABSTAIN | 2,255,457 |
In light of these voting results, the Company plans to hold future advisory votes approving executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its stockholders.
The Incentive Plan Proposal was approved by the following votes:
| FOR | 80,642,552 |
| AGAINST | 39,582,731 |
| ABSTAIN | 4,000,020 |
| BROKER NON-VOTES | 29,924,456 |
There was no other business voted upon at the Annual Meeting.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | BioCryst Pharmaceuticals, Inc. Stock Incentive Plan (as amended and restated as of April 24, 2023) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Date: June 14, 2023 | BioCryst Pharmaceuticals, Inc. | ||
| By: | /s/ Alane Barnes | ||
| Alane Barnes | |||
| Chief Legal Officer | |||