Achieve Life Sciences holds annual meeting; approves officer exculpation charter amendment and 2023 equity plan

On June 8, 2023, the Company filed the Third Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect such amendment.

Approval, by a non-binding advisory vote, of whether future non-binding advisory votes to approve the compensation paid by the Company to its named executive officers should be held every one, two or three years: 1 Year 2 Years 3 Years Abstain 1,968,627 327,350 7,119,074 27,715 Pursuant to the foregoing non-binding advisory votes, the stockholders approved the frequency for future advisory votes on compensation paid by the Company to its named executive officers of every three years. Consistent with the recommendation of the Company’s Board of Directors and the outcome of the stockholder vote regarding this proposal, the Company’s Board of Directors determined to hold an advisory vote once every three years to approve the compensation paid by the Company to its named executive officers.

Approval of the Company’s 2023 Non-Employee Director Equity Incentive Plan: For Against Abstain Broker Non-votes 8,373,952 897,609 171,205 4,581,301 Pursuant to the foregoing votes, the Company’s 2023 Non-Employee Director Equity Incentive Plan is approved.

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: For Against Abstain Broker Non-votes 13,913,542 92,933 17,592 — Pursuant to the foregoing votes, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, was ratified.

Approval of an amendment and restatement of the Company’s Second Amended and Restated Certificate of Incorporation to permit the exculpation of officers as permitted pursuant to recent amendments to the Delaware General Corporation Law: For Against Abstain Broker Non-votes 9,243,103 162,071 37,592 4,581,301 Pursuant to the foregoing votes, the amendment and restatement of the Company’s Second Amended and Restated Certificate of Incorporation is approved.

Election of eight directors to serve until the Company’s next annual meeting or until the directors’ successors are duly elected and qualified: For Withhold Broker Non-Votes John Bencich 8,969,977 472,789 4,581,301 Stuart Duty 9,328,630 114,136 4,581,301 Vaughn Himes 9,328,424 114,342 4,581,301 Cindy Jacobs 8,918,432 524,334 4,581,301 Thomas B. King 9,330,635 112,131 4,581,301 Bridget Martell 8,926,207 516,559 4,581,301 Thomas Sellig 9,331,568 111,198 4,581,301 Richard Stewart 8,808,167 634,599 4,581,301 Pursuant to the foregoing votes, the nominees listed above were elected as directors to serve on the Company’s board of directors.

Approval, by a non-binding advisory vote, of the compensation paid by the Company to its named executive officers: For Against Abstain Broker Non-votes 8,705,275 554,973 182,518 4,581,301 Pursuant to the foregoing non-binding advisory votes, the compensation paid by the Company to its named executive offices is approved.