Item 3.03 Material Modification to Rights of Security Holders.
The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment and Restatement of
Effective as of
A copy of the Amended and Restated Constitution is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Nominee For Against Abstain Broker Non-Votes
Proposal No. 2: Ratification of Appointment of the Company's Independent
Registered Public Accounting Firm for 2023 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
For Against Abstain Broker Non-Votes 4,858,102 890,901 180,332 *
Proposal No. 3: Authorized Share Capital Increase Proposal. The shareholders
approved an increase in the authorized share capital of the Company from
For Against Abstain Broker Non-Votes 3,561,641 2,340,718 26,976 *
Proposal No. 4: Directors' Allotment Authority Proposal. The shareholders approved the grant to the board of directors of an updated authority under Irish law to allot and issue shares, warrants, convertible instruments and options. The results of the shareholders' vote were as follows:
For Against Abstain Broker Non-Votes 3,525,626 2,272,868 130,841 *
Proposal No. 5: Pre-emption Rights Opt-out Proposal. The shareholders did not approve the grant to the board of directors of an updated authority under Irish law to issue shares (including rights to acquire shares) for cash without first offering those shares to -------------------------------------------------------------------------------- existing shareholders under pre-emptive rights that would otherwise apply to the issuance. This proposal required the affirmative vote of the holders of ordinary shares representing at least 75% of the votes cast on the matter to be approved. The results of the shareholders' vote were as follows:
For Against Abstain Broker Non-Votes 3,533,047 2,253,018 143,270 *
* No broker non-votes arose in connection with Proposals 2, 3, 4 or 5, due to
the fact each matter was considered "routine" under
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Constitution ofIterum Therapeutics plc 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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