---
schema_version: "secwatch.filing_event.v1"
accession: "0001600620-23-000015"
form_type: "8-K"
ticker: "AUPH"
cik: "0001600620"
company_name: "Aurinia Pharmaceuticals Inc."
filed_at: "2023-05-17T23:59:59+00:00"
generated_at: "2026-06-14T22:23:15.531584+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.6
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Aurinia shareholders reject say-on-pay, equity plan; two directors resign after low support

## Summary
- Directors Milne and Hagan received less than majority support; resignations submitted per Majority Voting Policy; board to decide.
- Non-binding say-on-pay failed: 26.85M for, 42.75M against, plus 20.02M broker non-votes.
- Equity Incentive Plan amendment not approved: 30.71M for, 39.15M against, plus 20.02M broker non-votes.
- PricewaterhouseCoopers appointed auditor with 79.86M for, 6.86M against.
- All eight director nominees elected but Milne and Hagan had lower support; others had 40-44M votes for.

## SEC filing metadata
- accession: 0001600620-23-000015
- form_type: 8-K
- ticker: AUPH
- cik: 0001600620
- company_name: Aurinia Pharmaceuticals Inc.
- filed_at: 2023-05-17T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.6
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1600620/000160062023000015/0001600620-23-000015-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1600620/000160062023000015/auph-20230517.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001600620-23-000015
- JSON: https://secwatch.observer/filing/0001600620-23-000015.json
- Plain text: https://secwatch.observer/filing/0001600620-23-000015.txt

## Key facts
- Shareholder Votes
  Aurinia Pharmaceuticals Inc. shareholders rejected Non-binding advisory vote on executive compensation (say on pay) at the 2023-05-17 meeting.
  - Proposal: say on pay
  - Outcome: failed
  - Meeting: 2023-05-17
  source text: Proposal 3: Based upon the following votes, the shareholders did not approve on a non-binding advisory basis, a "say on pay" resolution regarding the Company's executive compensation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1600620/000160062023000015/0001600620-23-000015-index.htm
- Shareholder Votes
  Aurinia Pharmaceuticals Inc. shareholders rejected Approval of Amendment to the Equity Incentive Plan at the 2023-05-17 meeting.
  - Proposal: equity plan
  - Outcome: failed
  - Meeting: 2023-05-17
  source text: Proposal 4: Based upon the following votes, the shareholders did not approve the Company's Amendment to the Equity Incentive Plan.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1600620/000160062023000015/0001600620-23-000015-index.htm
- Shareholder Votes
  Aurinia Pharmaceuticals Inc. shareholders approved Election of Directors at the 2023-05-17 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-17
  source text: Proposal 1: Based upon the following votes, the shareholders elected Dr. George Milne, Mr. Peter Greenleaf, Dr. David R.W. Jayne, Mr. Joseph P. Hagan, Dr. Daniel Billen, Mr. R. Hector MacKay-Dunn, Ms. Jill Leversage, and Dr. Brinda Balakrishnan to serve as members of the Company's board of directors until the annual general meeting of shareholders to be held in 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1600620/000160062023000015/0001600620-23-000015-index.htm
- Shareholder Votes
  Aurinia Pharmaceuticals Inc. shareholders approved Ratification of Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm at the 2023-05-17 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-17
  source text: Proposal 2: Based upon the following votes, the shareholders approved the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the Company's independent registered public accounting firm until the annual general meeting of shareholders to be held in 2024 or until a successor is appointed.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1600620/000160062023000015/0001600620-23-000015-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.