UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 7, 2022
(Exact Name of Registrant as Specified in Its Charter)
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(State or other jurisdiction
of incorporation) |
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(Commission File Number)
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(I.R.S. Employer
Identification) |
(Address of principal executive offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Entera Bio Ltd., a company organized under the laws of the State of Israel (the “Company”), held its 2022 Annual Meeting of Shareholders on September 7, 2022 (the “Annual Meeting”). The final voting
results for the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:
Proposal 1: Election of Yonatan Malca to the Board of Directors of the Company for a three-year term to hold office until the
Company’s 2025 Annual Meeting of Shareholders or until his successor is elected:
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Votes
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Votes
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Broker
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For
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Against
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Abstentions
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Non-Votes
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11,060,520
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47,457
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2,741
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0
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Proposal 2: Ratification and approval of certain compensation items, as described in the Company’s Definitive Proxy Statement on
Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on July 29, 2022, in connection with the Annual Meeting, relating to
Dr. Phillip Schwartz, the Company’s former President of Research and Development:
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Votes
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Votes
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Broker
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For
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Against
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Abstentions
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Non-Votes
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8,374,585
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2,573,802
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162,331
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0
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Proposal 3: Ratification and approval of a one-time grant of compensation, as described in the Proxy Statement, relating to Dr. Arthur
Santora, the Company’s Chief Medical Officer:
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Votes
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Votes
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Broker
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For
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Against
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Abstentions
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Non-Votes
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8,477,105
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2,561,737
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71,876
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0
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Proposal 4: Ratification and approval of the compensation terms, as described in the Proxy Statement, to Miranda J. Toledano, the
Company’s Chief Executive Officer:
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Votes
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Votes
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Broker
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For
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Against
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Abstentions
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Non-Votes
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8,074,581
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2,959,002
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77,135
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0
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Proposal 5: Ratification and approval of certain compensation items, as described in the Proxy Statement, relating to Dana
Yaacov-Garbeli, the Company’s Chief Financial Officer:
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Votes
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Votes
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Broker
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For
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Against
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Abstentions
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Non-Votes
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8,149,064
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2,894,652
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67,002
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0
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Proposal 6: Ratification and approval of the amended terms of compensation of the Company’s Chairman of the Board of Directors:
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Votes
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Votes
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Broker
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For
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Against
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Abstentions
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Non-Votes
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10,329,162
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576,477
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205,079
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0
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Proposal 7: Ratification and approval of an amendment to the Company’s 2018 Equity Incentive Plan to increase the number of shares
issuable thereunder by a one-time amount of 576,188 shares:
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Votes
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Votes
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Broker
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For
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Against
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Abstentions
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Non-Votes
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8,420,408
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2,624,710
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65,600
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0
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Proposal 8: Ratification and approval of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as
the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 and authorization of the Company’s Board of Directors to determine such firm’s compensation in connection therewith:
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Votes
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Votes
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Broker
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For
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Against
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Abstentions
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Non-Votes
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11,061,302
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44,611
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4,805
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0
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In addition, Proposals 2 through 6 also received all necessary voting approvals under Israeli law as described in the Proxy Statement.
No other matters were considered or voted upon at the Annual Meeting.
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.
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Date: September 9, 2022
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By:
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/s/ Miranda J. Toledano
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Name: Miranda J. Toledano
Title: Chief Executive Officer
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