Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 17, 2021, the stockholders of Albireo Pharma, Inc. ("Albireo") approved the amendment to the Albireo Pharma, Inc. 2018 Equity Incentive Plan (as amended, the "2018 Plan"). The amendment increases the number of shares of Albireo common stock authorized for issuance under the 2018 Plan by 3,000,000 shares.

A detailed summary of the material features of the 2018 Plan is set forth in Albireo's definitive proxy statement for its 2021 Annual Meeting of Stockholders (the "Annual Meeting") filed with the Securities and Exchange Commission (the "SEC") on April 27, 2021 . That summary and the foregoing description are qualified in their entirety by reference to the text of the 2018 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 17, 2021, Albireo filed a Certificate of Amendment to its Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the number of shares of Albireo's common stock authorized for issuance from 30,000,000 shares to 60,000,000 shares (the "Charter Amendment").

As disclosed in Item 5.07 of this Current Report on Form 8-K, the Charter Amendment was approved by Albireo's stockholders at the Annual Meeting held on June 17, 2021. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.




Item 5.07  Submission of Matters to a Vote of Security Holders.

On June 17, 2021, Albireo held its Annual Meeting. At the Annual Meeting, the stockholders: (1) elected each of Ronald H.W. Cooper, Anne Klibanski, M.D. and Stephanie S. Okey, M.S., to Albireo's Board of Directors as a Class II directors for a term of three years to serve until the 2024 annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal ("Election of Directors"); (2) approved the Charter Amendment; (3) approved the amendment to the 2018 Plan (the "Equity Incentive Plan Amendment Approval"); and (4) ratified the appointment of Ernst & Young LLP as Albireo's independent registered public accounting firm for the fiscal year ending December 31, 2021 ("Auditor Ratification"). A more complete description of each of these matters is set forth in Albireo's definitive proxy statement filed with the SEC on April 27, 2021.

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 nonvotes on each of the foregoing matters are set forth below.





1. Election of Directors



                             Shares         Shares Voted
                             Voted          to Withhold         Broker
Nominee                       For            Authority         Nonvotes
Ronald H.W. Cooper          12,579,829             51,510       1,562,207
Anne Klibanski, M.D.        12,535,180             96,159       1,562,207
Stephanie S. Okey, M.S.     12,561,314             70,025       1,562,207




2. Charter Amendment



   Shares         Shares Voted         Shares         Broker
 Voted For          Against          Abstaining      Nonvotes
  13,932,569            245,925           15,052             -

3. Equity Incentive Plan Amendment Approval





  Shares         Shares Voted         Shares          Broker
 Voted For         Against          Abstaining       Nonvotes
  9,071,271          3,550,846            9,222       1,562,207










4. Auditor Ratification



   Shares        Shares Voted         Shares         Broker
 Voted For          Against         Abstaining      Nonvotes
  14,185,772             6,878              896             -


Item 9.01  Financial Statements and Exhibits



(d) Exhibits



Exhibit
Number                                   Description
  3.1        Certificate of Amendment to Albireo's Restated Certificate of
           Incorporation, as amended, filed with the Secretary of State of the
           State of Delaware on June 17, 2021.
  10.1       Albireo Pharma, Inc. 2018 Equity Incentive Plan, as amended.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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