eFFECTOR shareholders approve officer exculpation and reverse split authorization

eFFECTOR Therapeutics, Inc.

Shareholders approved amendment to eliminate officer liability for monetary damages for breach of fiduciary duty.
Shareholders authorized board to effect reverse stock split in range of 1:5 to 1:30 within one year.
Re-elected three Class II directors: Gallagher, Ehrlich, Smither.
Ratified Ernst & Young as independent auditor for fiscal year 2023.

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 0.95

eFFECTOR Therapeutics, Inc.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty, effective June 23, 2023 (effective 2023-06-23).

Change: charter amendment
Effective: 2023-06-23

Exact text from the filing

At the 2023 Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, to eliminate the personal liability of the Company’s officers for monetary damages for breach of fiduciary duty as an officer, except to the extent such an exemption from liability or limitation thereof is not permitted by Delaware General Corporation Law (the “Amendment”).

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

eFFECTOR Therapeutics, Inc. shareholders approved Election of two directors to serve as Class II directors for a three-year term to expire at the 2026 Annual Meeting of Stockholders at the 2023-06-22 meeting.

Proposal: director election
Outcome: passed
Meeting: 2023-06-22

Exact text from the filing

The following two Class II directors were elected by the votes indicated: For Withheld Broker Non-Votes Brian M. Gallagher, Jr., Ph.D. 22,236,484 78,863 3,910,190 Chris Ehrlich 22,080,109 235,238 3,910,190 John W. Smither 22,177,889 137,458 3,910,190

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

eFFECTOR Therapeutics, Inc. shareholders approved Approval of the proposal to grant the Board of Directors authority to effect a reverse stock split of the Company's outstanding common stock by amending the Company's Amended and Restated Certificate of Incorporation within one year and within a range of not less than one-for-five and not more than at the 2023-06-22 meeting.

Proposal: reverse split
Outcome: passed
Meeting: 2023-06-22

Exact text from the filing

The approval of the proposal to grant the Board of Directors authority to effect a reverse stock split of the Company's outstanding common stock by amending the Company's Amended and Restated Certificate of Incorporation within one year and within a range of not less than one-for-five and not more than one-for-thirty. The proposal was approved by the votes indicated: For Against Abstain Broker Non-Votes 25,171,187 1,015,950 38,400 —

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

eFFECTOR Therapeutics, Inc. shareholders approved Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions to permit exculpation of certain officers at the 2023-06-22 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-06-22

Exact text from the filing

The approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions to permit exculpation of certain officers. The proposal was approved by the votes indicated: For Against Abstain Broker Non-Votes 22,132,333 129,561 53,453 3,910,190

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

eFFECTOR Therapeutics, Inc. shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-06-22 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2023-06-22

Exact text from the filing

The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. The appointment was ratified by the votes indicated: For Against Abstain Broker Non-Votes 26,027,327 194,404 3,806 —

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Source: SEC EDGAR

accession 0001193125-23-173792

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