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): July 31, 2024
(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 2024 Annual Meeting of Shareholders on July 31, 2024 (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 Miranda Toledano and Yonatan Malca to the Board of Directors of the Company for a three-year term
to hold office until the Company’s 2027 Annual Meeting of Shareholders or until his or her successor is elected:
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Votes
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Votes
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Broker
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Director Nominee
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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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Miranda Toledano
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14,822,807
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93,254
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3,535
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0
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Yonatan Malca
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14,671,298
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46,020
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202,277
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0
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Proposal 2: Ratification and approval of a one-time grant of compensation, as described in the Company’s Definitive Proxy
Statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on June 20, 2024, in connection with the Annual Meeting,
relating to Ms. Miranda Toledano, the Company’s Chief Executive Officer and a Director:
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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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14,365,894
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544,357
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9,344
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0
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Proposal 3: Ratification and approval of the revised compensation terms of the Company’s non-executive directors, as
described in the Proxy Statement:
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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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14,155,236
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754,536
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9,824
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0
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Proposal 4: Ratification and approval of an amendment to the Company’s 2018 Equity Incentive Plan, including an increase of
the number of shares issuable thereunder by a one-time amount of 1,788,515 shares, as described in the Proxy Statement:
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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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14,131,640
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769,409
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18,547
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0
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Proposal 5: Ratification and approval of the Company’s amended and restated compensation policy for the directors and
officers of the Company, as described in the Proxy Statement:
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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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14,481,344
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419,095
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19,156
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0
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Proposal 6: Ratification and approval, on an advisory, non-binding basis, of the compensation of the Company’s named
executive officers, as described in the Proxy Statement:
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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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14,512,467
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388,040
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19,089
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0
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Proposal 7: Ratification and approval, on an advisory, non-binding basis, on the frequency of the Company’s shareholders
advisory, non-binding vote on the compensation of the Company’s named executive officers, as described in the Proxy Statement:
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One
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Two
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Broker
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Year
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Years
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Three Years
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Abstentions
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Non-Votes
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14,563,410
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128,370
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37,984
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189,831
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0
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Proposal 8: Ratification and approval 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, 2024, and
authorization of the Company’s board of directors (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, as described in the Proxy Statement:
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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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14,900,862
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15,952
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2,782
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0
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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 hereunto duly authorized.
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ENTERA BIO LTD.
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Date: August 2, 2024
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By:
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/s/ Miranda Toledano
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Name: Miranda Toledano
Title: Chief Executive Officer
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