Item 4.01 Changes in Registrant's Certifying Accountant.
Kesselman & Kesselman, Certified Public Accountants, an independent registered
public accounting firm and a member firm of
Due to the migration of a substantial portion of our operations to
The reports of PwC IL on our financial statements for each of the two fiscal
years ended
In connection with the audits of our financial statements for each of the two
fiscal years ended
PwC US participated in a portion of the audit of the Company's consolidated
financial statements for the year ended
We delivered a copy of the disclosure under this Item 4.01 to PwC IL on
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, the Company's shareholders approved 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, (i) increase the number of ordinary shares authorized for issuance under the plan by 400,000 shares, (ii) remove the "evergreen" provision which provided for an automatic increase to the share pool in certain circumstances, (iii) eliminate the ability of the
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Board to reprice options and stock appreciation rights (or take analogous
actions) without shareholder approval, and (iv) retain certain per-person limits
found in the 2017 Plan, with increases in the limits to reflect the passage of
time. The 2017 Amended Plan was previously approved, subject to shareholder
approval, by the Board on
The foregoing summary of the changes to the 2017 Plan made pursuant to the adoption of the 2017 Amended Plan at the Annual Meeting is qualified in its entirety by reference to the full text of the 2017 Amended Plan, a copy of which is filed as Exhibit 10.1 to this report and is incorporated by reference herein.
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 Company's proxy statement for the Annual Meeting. The voting results are set forth below.
Proposal No. 1 - Election of Directors
The shareholders elected the following eight 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 10,855,622 105,039 3,984,050 Elizabeth Barrett 6,883,810 4,076,851 3,984,050 Cynthia M. Butitta 10,849,147 111,514 3,984,050 Fred E. Cohen 10,373,870 586,791 3,984,050 Kathryn E. Falberg 10,362,478 598,183 3,984,050 Stuart Holden 10,920,169 40,492 3,984,050 Ran Nussbaum 10,565,299 395,362 3,984,050 Shawn C. Tomasello 10,394,690 565,971 3,984,050
Proposal No. 2 - 2017 Amended Plan.
The shareholders voted to approve the 2017 Amended Plan. The voting results are as follows: Votes For Votes Against Abstentions Broker Non-Votes 10,040,854 373,959 545,848 3,984,050
Proposal No. 3 - Amendment to the Company's amended and restated compensation policy for office holders.
The shareholders voted to approve an amendment to the Company's compensation policy for office holders. The voting results are as follows:
Votes For Votes Against Abstentions Broker Non-Votes 9,584,692 828,943 547,026 3,984,050
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Proposal No. 4 - Terms of employment for
The shareholders voted to approve the terms of employment for
Votes For Votes Against Abstentions Broker Non-Votes 5,701,161 4,725,102 534,398 3,984,050
Proposal No. 5 - Engagement of
The shareholders approved the engagement of
Votes For Votes Against Abstentions Broker Non-Votes 14,911,730 24,961 8,020
0
Brokers were entitled to cast votes on this proposal without voting instructions from the beneficial owners of the shares. As a result, there were no broker non-votes with respect to this proposal.
Proposal No. 6 - Advisory vote on the compensation of the Company's named executive officers.
On an advisory basis, the shareholders did not approve the compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement for the Annual Meeting. The voting results are as follows:
Votes For Votes Against Abstentions Broker Non-Votes 4,604,918 5,801,722 554,021 3,984,050
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibit Number Description 10.1UroGen Pharma Ltd. 2017 Equity Incentive Plan, as amended. 16.1 Letter datedJune 9, 2020 from Kesselman & Kesselman, Certified Public Accountants, an independent registered public accounting firm and a member firm ofPricewaterhouseCoopers International Limited . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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