Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

On September 15, 2022, the stockholders of Spero Therapeutics, Inc. (the "Company") approved an amendment to the Company's 2017 Stock Incentive Plan (as amended, the "2017 Plan") to increase in the number of shares of the Company's common stock authorized for issuance under the 2017 Plan by 2,000,000 shares.

A detailed summary of the material features of the 2017 Plan is set forth in the Company's definitive proxy statement for its 2022 Annual Meeting of Stockholders (the "Annual Meeting") filed with the Securities and Exchange Commission on August 5, 2022. That summary and the foregoing description are qualified in their entirety by reference to the text of the 2017 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.

Item 5.07 Submission of Matters to a Vote of Stockholders

(a) On September 15, 2022, the Company held its Annual Meeting. Of the 35,067,477 shares of common stock issued and outstanding and eligible to vote as of the record date of July 20, 2022, a quorum of 27,992,574 shares, or 79.82% of the outstanding shares, were present in person or by proxy.

(b) The following actions were taken at the Annual Meeting:

1. The following nominees were reelected to serve on the Company's board of directors as Class II directors until the Company's 2025 annual meeting of stockholders, based on the following votes:



Name                  Votes For        Votes Withheld       Broker Non-Votes
Patrick Vink, M.D.     20,232,312            3,207,346              4,552,916
Frank E. Thomas        20,097,627            3,342,031              4,552,916

2. The selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified, based on the following votes:

Votes For Votes Against Votes Abstained Broker Non-Votes 27,844,553 126,108 21,913

               0

3. The amendment to the 2017 Plan was approved, based on the following votes:



Votes For    Votes Against   Votes Abstained   Broker Non-Votes
11,537,809     8,787,318        3,114,531         4,552,916



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Item 9.01 Financial Statements and Exhibits




(d) Exhibits

Exhibit
Number       Description

10.1           Spero Therapeutics, Inc. 2017 Stock Incentive Plan, as amended.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).



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