UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2021
Commission file number: 001- 38556
ENTERA BIO LTD.
(Translation of registrant's name into English)
Kiryat Hadassah
Minrav Building – Fifth Floor
Minrav Building – Fifth Floor
Jerusalem, Israel
(Address of principal executive office)
_____________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
CONTENTS
Results of Annual General Meeting of the Shareholders
On October 4, 2021, Entera Bio Ltd. (the “Company”) held an annual general meeting of shareholders
(the “Meeting”). At the Meeting, the Company’s shareholders voted on ten proposals, each of which is described in more detail in the Company’s proxy statement for the Meeting attached as
Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K the Company filed with the Securities and Exchange Commission on August 27, 2021 (the “Proxy Statement”).
Based on the results and the majority requirements under the Israeli Companies Law 5759-1999 (the “Companies Law”) and the Company’s Articles of Association, the shareholders of the Company duly approved the following resolutions:
| (1) |
To ratify and approve the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, or PwC, an independent registered public accounting firm, as the Company’s
independent auditors for the fiscal year ending December 31, 2021, and authorize the Company’s board of directors, or the Board, (or the Audit Committee, if authorized by the Board) to determine the compensation of the auditors in
accordance with the volume and nature of their services (“Proposal 1”);
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| (2) |
To elect each of the following nominees to serve as directors of the Company, as follows (“Proposal 2”):
|
| (a) |
Re-elect Mr.
Roger Garceau as a director of the Company;
|
| (b) |
Re-elect Ms.
Miranda J. Toledano as a director of the Company; and
|
| (c) |
Ratify and approve the election of Mr. Ron Mayron, as a director of the Company;
|
| (3) |
To ratify and approve an amendment to the terms of compensation of Dr. Phillip Schwartz, our President of R&D (“Proposal 3”);
|
| (4) |
To ratify and approve an amendment to the terms of compensation of Mr. Hillel Galitzer , our Chief Operations Officer (“Proposal 4”);
|
| (5) |
To ratify and approve the amended terms of compensation of Ms. Dana Yaacov-Garbeli, our Israel-based Chief Financial Officer (“Proposal 5”);
|
| (6) |
To ratify and approve a one-time grant of compensation to Mr. Ron Mayron, our director (“Proposal 7”);
|
| (7) |
To ratify and approve the adoption of our amendment to our Directors and Officers Compensation Policy (“Proposal 8”);
|
| (8) |
To approve the amended terms of compensation of the Company’s non-executive directors (“Proposal 9”); and
|
| (9) |
To ratify and approve the purchase of a professional liability insurance policy for our current and future directors and officers (“Proposal 10”);
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The shareholders of the Company did not approve the following resolutions:
| (2) |
With respect to the following nominees to serve as directors of the Company (“Proposal 2”):
|
| (b) |
Re-elect Ms. Faith L. Charles as a director of the Company.
|
| (d) |
Ratify and approve the election of Dr. Spiros Jamas as a director of the Company.
|
| (6) |
To ratify and approve the terms of compensation of Mr. Ramesh Ratan, our US-based Chief Financial Officer (“Proposal 6”).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
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Entera Bio Ltd.
(Registrant)
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By:
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/s/ Dr. Spiros Jamas
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Name: Spiros Jamas
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Title: Chief Executive Officer
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Date: October 14, 2021