Palvella Therapeutics Inc.

06/16/2026 | Press release | Distributed by Public on 06/16/2026 06:31

Proxy Results, Management Change/Compensation (Form 8-K)

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

On June 10, 2026, at the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Palvella Therapeutics, Inc. (the "Company"), the Company's stockholders approved the amendment (the "Plan Amendment") to the Palvella Therapeutics, Inc. 2024 Equity Incentive Plan to increase the authorized shares issuable thereunder by 750,000 shares. The Plan Amendment was previously approved, subject to stockholder approval, by the Board of Directors of the Company (the "Board"). The Plan Amendment became effective immediately upon stockholder approval at the Annual Meeting.

A description of the material terms of the Plan Amendment is contained in the Company's Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026 (the "Proxy Statement"). The foregoing description of the Plan Amendment and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan Amendment, which is attached hereto as Exhibit 10.1.

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

As of April 13, 2026, the record date for the Annual Meeting, there were 14,323,686 outstanding shares of the Company's common stock, par value $0.001 per share, entitled to vote at the Annual Meeting. The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting, which are described in detail in the Company's Definitive Proxy Statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 30, 2026.

Proposal 1 - Election of Class III Directors. George M. Jenkins, Todd C. Davis and John Doux, M.D. were elected to the Board as Class III directors to serve until the Company's 2029 Annual Meeting of Stockholders and until their successors, if any, are duly elected and qualified or appointed, or their earlier death, resignation, retirement, disqualification or removal, as follows:

Name Votes For Votes Withheld Broker Non-Votes
George M. Jenkins 9,907,220 268,834 1,401,415
Todd C. Davis 8,321,303 1,854,751 1,401,415
John Doux, M.D. 9,958,528 217,526 1,401,415

Proposal 2 - Ratification of Independent Registered Public Accountant. The appointment of Ernst &Young LLP as the Company's independent registered public accounting firm for the 2026 fiscal year was ratified, as follows:

Votes For Votes Against Abstentions
11,557,687 13,216 6,566

Proposal 3 - Approval, on an advisory basis, of the compensation of the Company's named executive officers in 2025. The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers in 2025, as follows:

Votes For Votes Against Abstentions Broker Non-Votes
10,008,180 160,717 7,157 1,401,415
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