Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) 2018 Equity Incentive Plan On June 23, 2021, Iterum Therapeutics plc (the "Company") held its annual general meeting of shareholders, during which the Company's shareholders approved an amendment to the Company's Amended and Restated 2018 Equity Incentive Plan (the "2018 Plan"), to increase the number of ordinary shares of the Company, par value $0.01 per share authorized for issuance under the plan by 15,000,000 to 19,437,298 ordinary shares.

The description of the 2018 Plan contained on pages 38 to 48 of the Company's definitive proxy statement, filed with the Securities and Exchange Commission on April 27, 2021 and as supplemented on June 14, 2021 (the "Proxy Statement"), is incorporated herein by reference. A complete copy of the 2018 Plan, as amended, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

On June 23, 2021, the Company held its annual general meeting of shareholders, at which the Company's shareholders voted on the following proposals, each of which is described in the Proxy Statement.

Proposal No. 1: Election of Directors. The shareholders re-elected, by separate resolutions, Corey N. Fishman, Ronald M. Hunt and Michael W. Dunne to the Company's board of directors as Class III directors, each to serve for a three-year term expiring at the 2024 annual general meeting of shareholders. The results of the shareholders' vote for the re-election of such Class III directors were as follows:

Nominee For Against Abstain Broker Non-Votes

Corey N. Fishman 32,242,650 914,785 684,736 48,879,279 Ronald M. Hunt 31,349,370 1,804,083 688,718 48,879,279 Michael W. Dunne 31,916,369 1,249,396 676,406 48,879,279

Proposal No. 2: Changes to 2018 Equity Incentive Plan. The shareholders approved an amendment to the 2018 Plan increasing by 15,000,000 to 19,437,298 the number of ordinary shares of the Company, par value $0.01 per share authorized for issuance under the 2018 Plan. The results of the shareholders' vote were as follows:





For        Against   Abstain Broker Non-Votes
24,867,741 8,431,210 543,220 48,879,279

Proposal No. 3: Ratification of Appointment of the Company's Independent Registered Public Accounting Firm for 2021 and Authorization of the Board of Directors to Approve the Remuneration of the Independent Registered Public Accounting Firm. The shareholders ratified, in a non-binding vote, the appointment of KPMG as the Company's independent registered public accounting firm for its fiscal year ended December 31, 2021 and authorized the Company's board of directors, acting through its audit committee, to set the independent registered public accounting firm's remuneration. The results of the shareholders' vote were as follows:





For        Against   Abstain
79,931,730 1,168,129 1,621,591



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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.




  Exhibit No.   Description

    99.1          Amended and Restated 2018 Equity Incentive Plan, as amended

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