--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-253136" form_type: "8-K" ticker: "SPRO" cik: "0001701108" company_name: "Spero Therapeutics, Inc." filed_at: "2023-10-10T23:59:59+00:00" generated_at: "2026-06-10T02:32:27.652942+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Spero Therapeutics stockholders approve 2.5M share increase to 2017 Plan and charter amendments ## Summary - Stockholders approved amendment to 2017 Stock Incentive Plan, increasing authorized shares by 2,500,000. - Charter amendment adding officer exculpation and federal forum selection clause approved and filed with Delaware on Oct 6. - All three Class III director nominees re-elected: Deshpande, Mahadevia, Tregoning with support from majority of votes cast. - Advisory vote on executive compensation approved; frequency set to annual. ## SEC filing metadata - accession: 0001193125-23-253136 - form_type: 8-K - ticker: SPRO - cik: 0001701108 - company_name: Spero Therapeutics, Inc. - filed_at: 2023-10-10T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1701108/000119312523253136/0001193125-23-253136-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1701108/000119312523253136/d570930d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-253136 - JSON: https://secwatch.observer/filing/0001193125-23-253136.json - Plain text: https://secwatch.observer/filing/0001193125-23-253136.txt ## Key facts - Governance Changes Spero Therapeutics, Inc.: Certificate of Amendment filed to add officer exculpation provisions and a federal forum selection clause (effective 2023-10-06). - Change: charter amendment - Effective: 2023-10-06 source text: On October 6, 2023, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to reflect new Delaware law provisions regarding officer exculpation and to add a federal forum selection clause evidence_url: https://www.sec.gov/Archives/edgar/data/1701108/000119312523253136/0001193125-23-253136-index.htm - Shareholder Votes Spero Therapeutics, Inc. shareholders approved Amendment to Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation at the 2023-10-05 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-10-05 source text: The amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to reflect new Delaware law provisions regarding officer exculpation was approved, based on the following votes: Votes For Votes Against Votes Abstained Broker Non-Votes 20,915,583 578,765 33,611 12,586,113 evidence_url: https://www.sec.gov/Archives/edgar/data/1701108/000119312523253136/0001193125-23-253136-index.htm - Shareholder Votes Spero Therapeutics, Inc. shareholders approved Advisory vote on compensation of named executive officers at the 2023-10-05 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-10-05 source text: The advisory vote of the compensation of the Company’s named executive officers, as described in the Proxy Statement, was approved, based on the following votes: Votes For Votes Against Votes Abstained Broker Non-Votes 20,123,647 1,145,027 259,285 12,586,113 evidence_url: https://www.sec.gov/Archives/edgar/data/1701108/000119312523253136/0001193125-23-253136-index.htm - Shareholder Votes Spero Therapeutics, Inc. shareholders approved Election of three Class III directors to serve until 2026 annual meeting at the 2023-10-05 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-10-05 source text: The following nominees were reelected to serve on the Company’s board of directors as Class III directors until the Company’s 2026 annual meeting of stockholders, based on the following votes: Name Votes For Votes Withheld Broker Non-Votes Milind Deshpande, Ph.D. 18,831,596 2,696,363 12,586,113 Ankit Mahadevia, M.D. 21,412,529 115,430 12,586,113 Kathleen Tregoning 20,945,300 582,659 12,586,113 evidence_url: https://www.sec.gov/Archives/edgar/data/1701108/000119312523253136/0001193125-23-253136-index.htm - Shareholder Votes Spero Therapeutics, Inc. shareholders voted on Advisory vote on frequency of holding an advisory vote on executive compensation (one year selected) at the 2023-10-05 meeting. - Proposal: say on pay frequency - Meeting: 2023-10-05 source text: The advisory vote of the frequency of holding an advisory vote on compensation of the Company’s named executive officers was ratified as one year, based on the following votes: 1 Year 2 Years 3 Years Votes Abstained Broker Non-Votes 20,741,824 35,775 171,220 579,140 12,586,113 evidence_url: https://www.sec.gov/Archives/edgar/data/1701108/000119312523253136/0001193125-23-253136-index.htm - Shareholder Votes Spero Therapeutics, Inc. shareholders approved Amendment to the 2017 Plan at the 2023-10-05 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-10-05 source text: The amendment to the 2017 Plan was approved, based on the following votes: Votes For Votes Against Votes Abstained Broker Non-Votes 19,839,570 1,661,568 26,821 12,586,113 evidence_url: https://www.sec.gov/Archives/edgar/data/1701108/000119312523253136/0001193125-23-253136-index.htm - Shareholder Votes Spero Therapeutics, Inc. shareholders approved Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-10-05 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-10-05 source text: The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, based on the following votes: Votes For Votes Against Votes Abstained Broker Non-Votes 33,997,793 62,995 53,284 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1701108/000119312523253136/0001193125-23-253136-index.htm - Shareholder Votes Spero Therapeutics, Inc. shareholders approved Amendment to Amended and Restated Certificate of Incorporation to add a federal forum selection clause at the 2023-10-05 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-10-05 source text: The amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to add a federal forum selection clause was approved, based on the following votes: Votes For Votes Against Votes Abstained Broker Non-Votes 21,336,574 168,709 22,676 12,586,113 evidence_url: https://www.sec.gov/Archives/edgar/data/1701108/000119312523253136/0001193125-23-253136-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.