--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-089654" form_type: "8-K" ticker: "MCRB" cik: "0001609809" company_name: "Seres Therapeutics, Inc." filed_at: "2024-04-08T23:59:59+00:00" generated_at: "2026-06-04T01:23:19.500306+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Seres Therapeutics shareholders approve increase in authorized common shares from 240M to 360M ## Summary - Amendment to certificate of incorporation filed April 5, 2024, increasing authorized shares from 240M to 360M. - Shareholder vote: 81.5M for, 21.3M against, 1.5M abstain (Item 4). - Two Class III directors elected: Paul R. Biondi (53.5M for) and Kurt C. Graves (51.1M for). - Ratification of PwC as auditor approved (100.8M for). - Advisory say-on-pay and simple majority stockholder proposal both passed (non-binding). ## SEC filing metadata - accession: 0001193125-24-089654 - form_type: 8-K - ticker: MCRB - cik: 0001609809 - company_name: Seres Therapeutics, Inc. - filed_at: 2024-04-08T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1609809/000119312524089654/0001193125-24-089654-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1609809/000119312524089654/d798362d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-089654 - JSON: https://secwatch.observer/filing/0001193125-24-089654.json - Plain text: https://secwatch.observer/filing/0001193125-24-089654.txt ## Key facts - Governance Changes Seres Therapeutics, Inc.: Increased authorized shares of Common Stock from 240,000,000 to 360,000,000 (effective 2024-04-05). - Change: charter amendment - Effective: 2024-04-05 source text: On April 4, 2024, Seres Therapeutics, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock, $0.001 par value per share, from 240,000,000 shares to 360,000,000 shares, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 5, 2024. The Company’s board of directors previously approved the Amendment and, on April 5, 2024, the Company filed a Certificate of Amendment to the Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Amendment, which became effective upon filing with the Secretary of State. evidence_url: https://www.sec.gov/Archives/edgar/data/1609809/000119312524089654/0001193125-24-089654-index.htm - Shareholder Votes Seres Therapeutics, Inc. shareholders approved Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the Annual Meeting to approve Item 4 at the 2024-04-04 meeting. - Outcome: passed - Meeting: 2024-04-04 source text: Item 5 - Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the Annual Meeting to approve Item 4. evidence_url: https://www.sec.gov/Archives/edgar/data/1609809/000119312524089654/0001193125-24-089654-index.htm - Shareholder Votes Seres Therapeutics, Inc. shareholders approved A stockholder proposal on Simple Majority Vote at the 2024-04-04 meeting. - Outcome: passed - Meeting: 2024-04-04 source text: Item 6 – A stockholder proposal on Simple Majority Vote. evidence_url: https://www.sec.gov/Archives/edgar/data/1609809/000119312524089654/0001193125-24-089654-index.htm - Shareholder Votes Seres Therapeutics, Inc. shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 at the 2024-04-04 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-04-04 source text: Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1609809/000119312524089654/0001193125-24-089654-index.htm - Shareholder Votes Seres Therapeutics, Inc. shareholders approved Election of two Class III directors to serve until the 2027 Annual Meeting of Stockholders at the 2024-04-04 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-04-04 source text: Item 1 - Election of two Class III directors to serve until the 2027 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified. evidence_url: https://www.sec.gov/Archives/edgar/data/1609809/000119312524089654/0001193125-24-089654-index.htm - Shareholder Votes Seres Therapeutics, Inc. shareholders approved Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers at the 2024-04-04 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-04-04 source text: Item 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers. evidence_url: https://www.sec.gov/Archives/edgar/data/1609809/000119312524089654/0001193125-24-089654-index.htm - Shareholder Votes Seres Therapeutics, Inc. shareholders approved Approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 240,000,000 to 360,000,000 shares at the 2024-04-04 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-04-04 source text: Item 4 - Approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 240,000,000 to 360,000,000 shares. evidence_url: https://www.sec.gov/Archives/edgar/data/1609809/000119312524089654/0001193125-24-089654-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.