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





Appointment of New Directors

On June 26, 2020, the Board of Directors (the "Board") of Aprea Therapeutics, Inc. (the "Company") appointed Fouad Namouni, M.D. as a Class II member of the Board and Richard Peters, M.D., Ph.D. as a Class I member of the Board. At this time, Dr. Namouni and Dr. Peters have not been appointed to any Board committee.

Dr. Namouni and Dr. Peters each will receive the standard cash compensation amounts payable to non-employee directors of the Company, as well as the equity compensation (including the initial equity grant) described in the Company's definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 29, 2020 (the "Proxy Statement").





Resignation of Director

On June 26, 2020, Guido Magni, M.D., Ph.D., resigned from the Board, effective as of June 30, 2020. Such resignation was not as the result of any disagreement with the Company on any matter relating to the operations, policies or practices of the Company.

The Company issued a press release regarding the above matters, which is being furnished and is attached hereto as Exhibit 99.1.

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

At the 2020 annual meeting of stockholders (the "Annual Meeting") of the Company held on June 26, 2020, the following proposals were submitted to the stockholders of the Company:

Proposal 1: The election of two directors to serve as Class I directors until the


            Company's 2023 annual meeting of stockholders and until their
            successors are duly elected and qualified.

            The Company's stockholders elected the following two directors to
            serve as Class I directors until the Company's 2023 annual meeting of
            stockholders and until their successors are duly elected and
            qualified. The votes regarding the election of the directors were as
            follows:




                                                                      Broker Non-
      Director                          Votes For    Votes Withheld      Votes
      Bernd R. Seizinger, M.D., Ph.D.   15,759,440     3,211,720       1,371,070
      Jonathan Hepple, Ph.D.            15,759,201     3,211,959       1,371,070

Proposal 2: The ratification of the appointment of Ernst & Young LLP as the


            Company's independent registered public accounting firm for the
            fiscal year ending December 31, 2020.

            The Company's stockholders ratified the appointment of Ernst & Young
            LLP as the Company's independent registered public accounting firm
            for the fiscal year ending December 31, 2020. The voting regarding
            this proposal were as follows:




                    Votes For    Votes Against   Votes Abstaining
                    20,341,993        130              107

For more information about the foregoing proposals, see the Proxy Statement. Of the 21,054,842 shares of the Company's common stock entitled to vote at the Annual Meeting, 20,342,230 shares, or approximately 96.6%, were represented at the meeting in person or by proxy, constituting a quorum.

Item 9.01. Financial Statements and Exhibits.





(d)    Exhibits.



Exhibit
 Number                                  Description
  99.1       Press release issued by Aprea Therapeutics, Inc. dated June 29, 2020.

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