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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 17, 2021

 

 

 

ALBIREO PHARMA, INC.

(Exact name of registrant as specified in its charter)

  

 

 

Delaware
(State or other jurisdiction of
incorporation)
  001-33451
(Commission File
Number)
  90-0136863
(IRS Employer
Identification No.)

 

10 Post Office Square, Suite 1000
Boston, Massachusetts
(Address of principal executive offices)
  02109
(Zip Code)

 

(857) 254-5555

Registrant’s telephone number, including area code

 

Not applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
 
Common Stock   ALBO   The Nasdaq Capital Market  

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 17, 2021, the stockholders of Albireo Pharma, Inc. (“Albireo”) approved the amendment to the Albireo Pharma, Inc. 2018 Equity Incentive Plan (as amended, the “2018 Plan”). The amendment increases the number of shares of Albireo common stock authorized for issuance under the 2018 Plan by 3,000,000 shares.

 

A detailed summary of the material features of the 2018 Plan is set forth in Albireo’s definitive proxy statement for its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2021. That summary and the foregoing description are qualified in their entirety by reference to the text of the 2018 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 17, 2021, Albireo filed a Certificate of Amendment to its Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the number of shares of Albireo’s common stock authorized for issuance from 30,000,000 shares to 60,000,000 shares (the “Charter Amendment”).

 

As disclosed in Item 5.07 of this Current Report on Form 8-K, the Charter Amendment was approved by Albireo’s stockholders at the Annual Meeting held on June 17, 2021. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.

 

Item 5.07    Submission of Matters to a Vote of Security Holders.

 

On June 17, 2021, Albireo held its Annual Meeting. At the Annual Meeting, the stockholders: (1) elected each of Ronald H.W. Cooper, Anne Klibanski, M.D. and Stephanie S. Okey, M.S., to Albireo’s Board of Directors as a Class II directors for a term of three years to serve until the 2024 annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal (“Election of Directors”); (2) approved the Charter Amendment; (3) approved the amendment to the 2018 Plan (the “Equity Incentive Plan Amendment Approval”); and (4) ratified the appointment of Ernst & Young LLP as Albireo’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (“Auditor Ratification”). A more complete description of each of these matters is set forth in Albireo’s definitive proxy statement filed with the SEC on April 27, 2021. 

 

The number of votes cast in favor or against or withheld by the stockholders and, where applicable, the number of abstentions and the number of broker nonvotes on each of the foregoing matters are set forth below.

 

1. Election of Directors

 

Nominee   Shares
Voted
For
    Shares Voted
to Withhold
Authority
    Broker
Nonvotes
 
Ronald H.W. Cooper     12,579,829       51,510       1,562,207  
Anne Klibanski, M.D.     12,535,180       96,159       1,562,207  
Stephanie S. Okey, M.S.     12,561,314       70,025       1,562,207  

 

2. Charter Amendment

 

Shares
Voted For
    Shares Voted
Against
    Shares
Abstaining
    Broker
Nonvotes
 
  13,932,569       245,925       15,052       -  

 

3. Equity Incentive Plan Amendment Approval

 

Shares
Voted For
    Shares Voted
Against
    Shares
Abstaining
    Broker
Nonvotes
 
  9,071,271       3,550,846       9,222       1,562,207  

 

 

 

 

4. Auditor Ratification

 

Shares
Voted For
    Shares Voted
Against
    Shares
Abstaining
    Broker
Nonvotes
 
  14,185,772       6,878       896       -  

 

Item 9.01   Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
Number
  Description
3.1   Certificate of Amendment to Albireo’s Restated Certificate of Incorporation, as amended, filed with the Secretary of State of the State of Delaware on June 17, 2021.
10.1   Albireo Pharma, Inc. 2018 Equity Incentive Plan, as amended.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ALBIREO PHARMA, INC.
   
Date: June 21, 2021 /s/ Ronald H.W. Cooper
  Ronald H.W. Cooper
  President and Chief Executive Officer

 

 

 

 

 

 

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