Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) At the annual meeting of stockholders of Pieris Pharmaceuticals, Inc. (the
"Company") held on June 25, 2021 (the "Annual Meeting"), the Company's
stockholders approved an amendment to the Company's 2020 Employee, Director and
Consultant Equity Incentive Plan (the "2020 EIP") to add 2,250,000 shares for
issuance under the 2020 EIP. The amendment to the 2020 EIP was previously
approved and adopted by the Board of Directors of the Company on April 16, 2021,
subject to stockholder approval, and became effective upon the receipt of
stockholder approval at the Annual Meeting.
A description of the terms and conditions of the 2020 EIP, as amended, is set
forth in the Company's definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on April 29, 2021 (the "Proxy Statement")
under the heading "Approval of the Amendment to the 2020 Employee, Director and
Consultant Equity Incentive Plan (Proposal 2)" and is incorporated herein by
reference. Such description is qualified in its entirety by reference to the
actual terms of the 2020 EIP, as amended, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 5.07 Submission of Matters to a Vote of Security Holders
(a) On June 25, 2021, the Company held the Annual Meeting. Of the 63,303,219
shares of common stock of the Company issued and outstanding and eligible to
vote as of the record date of April 27, 2021, a quorum of 42,725,175 shares of
common stock, or 67.49% of the outstanding shares, were present in person or by
proxy.
(b) At the Annual Meeting, the stockholders: (1) elected each of Peter Kiener,
D.Phil. and Christopher Kiritsy to the Company's Board of Directors as Class I
directors, each to serve for a three-year term expiring at the 2024 annual
meeting of stockholders ("Election of Directors"); (2) approved an amendment to
the 2020 EIP (the "2020 EIP Amendment Approval"); (3) ratified the appointment
of Ernst & Young LLP as the Company's independent registered public accounting
firm for the fiscal year ending December 31, 2021 ("Auditor Ratification"); and
(4) approved, on a non-binding basis, the compensation of named executive
officers ("Say on Pay"). A more complete description of each of these matters is
set forth in the Proxy Statement.
The number of votes cast in favor or against or withheld by the stockholders
and, where applicable, the number of abstentions and the number of broker
non-votes on each of the foregoing matters are set forth below.
1. Election of Directors:
Name Votes For Votes Withheld Broker Non-Votes
Peter Kiener, D.Phil. 28,160,643 4,319,731 10,244,801
Christopher Kiritsy 27,136,619 5,343,755 10,244,801
2. 2020 EIP Amendment Approval:
Votes For Votes Against Votes Abstained Broker Non-Votes
26,077,211 2,756,076 3,647,087 10,244,801
3. Auditor Ratification:
Votes For Votes Against Votes Abstained Broker Non-Votes
42,411,086 247,436 66,653 -
4. Say on Pay
Votes For Votes Against Votes Abstained Broker Non-Votes
26,115,252 2,718,810 3,646,312 10,244,801
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
10.1 Pieris Pharmaceuticals, Inc. 2020 Employee, Director and Consultant
Equity Incentive Plan, as Amended.
104 Cover page Interactive Data File (embedded within Inline XBRL document)
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