--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-068331" form_type: "8-K" ticker: null cik: "0001454789" company_name: "Astria Therapeutics, Inc." filed_at: "2023-06-06T23:59:59+00:00" generated_at: "2026-06-14T06:30:43.283550+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Astria Therapeutics annual meeting results: share increase, charter amendment, director elections ## Summary - Stockholders approved 4.3M share increase under 2015 Stock Incentive Plan. - Stockholders approved charter amendment to expand director exculpation to certain senior officers. - Board adopted amended and restated bylaws with updates for universal proxy rules and technical fixes. - Elected Kenneth Bate, Joanne Beck, Hugh Cole as Class II directors for three-year terms. - Ratified Ernst & Young as independent auditor for FY2023; advisory vote on executive compensation approved. ## SEC filing metadata - accession: 0001104659-23-068331 - form_type: 8-K - cik: 0001454789 - company_name: Astria Therapeutics, Inc. - filed_at: 2023-06-06T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1454789/000110465923068331/0001104659-23-068331-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1454789/000110465923068331/tm2317750d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-068331 - JSON: https://secwatch.observer/filing/0001104659-23-068331.json - Plain text: https://secwatch.observer/filing/0001104659-23-068331.txt ## Key facts - Governance Changes Astria Therapeutics, Inc.: On June 2, 2023, the Board approved an amendment and restatement of the company's bylaws, effective immediately, addressing stockholder meeting procedures and universal proxy rules (effective 2023-06-02). - Change: bylaw amendment - Effective: 2023-06-02 source text: On June 2, 2023, the Board of Directors of the Company approved an amendment and restatement of the Company’s amended and restated bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately. evidence_url: https://www.sec.gov/Archives/edgar/data/1454789/000110465923068331/0001104659-23-068331-index.htm - Governance Changes Astria Therapeutics, Inc.: Stockholders approved an amendment to the Restated Certificate of Incorporation to expand the director exculpation provision to include certain senior corporate officers, filed with the Secretary of State of Delaware on June 5, 2023 (effective 2023-06-05). - Change: charter amendment - Effective: 2023-06-05 source text: At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) to expand the director exculpation provision to include exculpation of certain of the Company's senior corporate officers, subject to specified limitations, as permitted by a recent amendment to the Delaware General Corporation Law (the “Charter Amendment”). The Company filed a Certificate of Amendment, which was effective upon filing, with the Secretary of State of the State of Delaware on June 5, 2023 to effect the Charter Amendment (the “Certificate of Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/1454789/000110465923068331/0001104659-23-068331-index.htm - Shareholder Votes Astria Therapeutics, Inc. shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-02 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-02 source text: Proposal 4 . The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the stockholders’ vote with respect to the ratification of such appointment were as follows: Votes For Votes Against Broker Non-Votes Votes Abstaining 24,403,621 1,994 — 24,154 evidence_url: https://www.sec.gov/Archives/edgar/data/1454789/000110465923068331/0001104659-23-068331-index.htm - Shareholder Votes Astria Therapeutics, Inc. shareholders approved Advisory vote on executive compensation at the 2023-06-02 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-02 source text: Proposal 5 . The stockholders of the Company approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of the stockholders’ vote with respect to the advisory vote on executive compensation were as follows: Votes For Votes Against Broker Non-Votes Votes Abstaining 22,434,763 72,794 1,921,295 1,097 evidence_url: https://www.sec.gov/Archives/edgar/data/1454789/000110465923068331/0001104659-23-068331-index.htm - Shareholder Votes Astria Therapeutics, Inc. shareholders approved Amendment to 2015 Plan to increase shares by 4,300,000 at the 2023-06-02 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-02 source text: Proposal 2 . The stockholders of the Company approved an amendment to the 2015 Plan to increase the number of shares issuable thereunder by 4,300,000. The results of the stockholders’ vote with respect to the amendment to the 2015 Plan were as follows: Votes For Votes Against Broker Non-Votes Votes Abstaining 17,117,816 5,389,870 1,921,295 788 evidence_url: https://www.sec.gov/Archives/edgar/data/1454789/000110465923068331/0001104659-23-068331-index.htm - Shareholder Votes Astria Therapeutics, Inc. shareholders approved Approval of Charter Amendment at the 2023-06-02 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-02 source text: Proposal 3 . The stockholders of the Company approved the Charter Amendment. The results of the stockholders’ vote with respect to the Charter Amendment were as follows: Votes For Votes Against Broker Non-Votes Votes Abstaining 22,152,696 353,223 1,921,295 2,735 evidence_url: https://www.sec.gov/Archives/edgar/data/1454789/000110465923068331/0001104659-23-068331-index.htm - Shareholder Votes Astria Therapeutics, Inc. shareholders approved Election of Class II directors at the 2023-06-02 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-02 source text: Proposal 1 . The stockholders of the Company elected Kenneth Bate, Joanne Beck and Hugh Cole as Class II directors to the Company’s Board of Directors, each to serve for a three-year term expiring at the annual meeting of stockholders to be held in 2026. The results of the stockholders’ vote with respect to the election of Class II directors were as follows: Name Votes For Votes Withheld Broker Non- Votes Votes Abstaining Kenneth Bate 17,160,668 5,347,986 1,921,295 — Joanne Beck 19,237,440 3,271,214 1,921,295 — Hugh Cole 19,237,825 3,274,223 1,921,295 — evidence_url: https://www.sec.gov/Archives/edgar/data/1454789/000110465923068331/0001104659-23-068331-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.