secwatch / observer
8-K filed May 4, 2023, 7:59 PM ET ticker ITRMF CIK 0001659323
other material confidence high sentiment neutral materiality 0.65

Iterum shareholders approve capital increase but reject pre-emption opt-out

Iterum Therapeutics plc

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Iterum Therapeutics plc: Increased authorized share capital from $1,200,000 to $1,800,000 by creating 60,000,000 additional ordinary shares (effective 2023-05-03).

Change
charter amendment
Effective
2023-05-03
Exact text from the filing
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendment and Restatement of Constitution Effective as of May 03, 2023, Iterum Therapeutics plc ( the " Company "), amended its constitution (the “ Amended and Restated Constitution ”) following approval by its shareholders at its annual general meeting (the “ AGM ”) of a proposal to increase the Company’s authorized share capital from $1,200,000 to $1,800,000 by the creation of an additional 60,000,000 ordinary shares. A copy of the Amended and Restated Constitution is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Iterum Therapeutics plc shareholders approved Authorized Share Capital Increase Proposal at the 2023-05-03 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-05-03
Exact text from the filing
Proposal No. 3: Authorized Share Capital Increase Proposal . The shareholders approved an increase in the authorized share capital of the Company from $1,200,000 to $1,800,000 by the creation of an additional 60,000,000 ordinary shares. The results of the shareholders’ vote were as follows: For Against Abstain Broker Non-Votes 3,561,641 2,340,718 26,976 *
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Iterum Therapeutics plc shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm and Authorization to Approve Remuneration at the 2023-05-03 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2023-05-03
Exact text from the filing
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 KPMG as the Company’s independent registered public accounting firm for its fiscal year ended December 31, 2023 and authorized the Company’s board of directors, acting through its audit committee, to set the independent registered public accounting firm’s remuneration. The results of the shareholders’ vote were as follows: For Against Abstain Broker Non-Votes 4,858,102 890,901 180,332 *
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Iterum Therapeutics plc shareholders approved Directors’ Allotment Authority Proposal at the 2023-05-03 meeting.

Outcome
passed
Meeting
2023-05-03
Exact text from the filing
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 *
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Iterum Therapeutics plc shareholders rejected Pre-emption Rights Opt-out Proposal at the 2023-05-03 meeting.

Outcome
failed
Meeting
2023-05-03
Exact text from the filing
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 *
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Iterum Therapeutics plc shareholders approved Election of Class II Directors at the 2023-05-03 meeting.

Proposal
director election
Outcome
passed
Meeting
2023-05-03
Exact text from the filing
Proposal No. 1: Election of Directors. The shareholders elected, by separate resolutions, Beth P. Hecht and Michael W. Dunne to the Company’s board of directors as Class II directors, each to serve for a three-year term expiring at the Company's 2026 annual general meeting of shareholders. The results of the shareholders’ vote for the election of such Class II directors were as follows: Nominee For Against Abstain Broker Non-Votes Beth P. Hecht 1,513,418 1,108,371 147,135 3,160,411 Michael W. Dunne 1,651,223 974,083 143,618 3,160,411
View on SEC.gov

59 governance changes filed in the last 30 days. Browse all governance changes →

Iterum Therapeutics plc filing history →

Source: SEC EDGAR
accession 0000950170-23-017662
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