Spyre Therapeutics Inc.

05/29/2026 | Press release | Distributed by Public on 05/29/2026 14:46

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.
As discussed in Item 5.07 below, upon the recommendation of the Board of Directors (the "Board") of Spyre Therapeutics, Inc. (the "Company"), the stockholders of the Company, at the Company's Annual Meeting of Stockholders held on May 27, 2026 (the "Annual Meeting"), approved the amended and restated 2016 Employee Stock Purchase Plan (the "AR ESPP").
The material features of the AR ESPP are described in Proposal 4 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2026 (the "2026 Proxy Statement"), which description is incorporated herein by reference. The description of the AR ESPP incorporated herein by reference is qualified in its entirety by the text of the AR ESPP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
In addition, effective as of May 27, 2026, Peter Harwin resigned from the Board. The resignation of Mr. Harwin was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The size of the Board was reduced from eight directors to seven directors effective May 27, 2026.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 27, 2026, the Company held its Annual Meeting. The proposals considered at the Annual Meeting are described in the 2026 Proxy Statement. The final voting results were as follows:
Proposal No. 1
The Company's stockholders elected three Class I directors, Mark McKenna, Cameron Turtle, and Laurie Stelzer, each to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
Nominees For Withheld Broker Non-Votes
Mark McKenna
65,608,709 1,329,489 1,500,346
Cameron Turtle, D. Phil.
66,176,245 761,953 1,500,346
Laurie Stelzer
56,954,664 9,983,534 1,500,346
Proposal No. 2
The Company's stockholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers.
For Against Abstain Broker Non-Votes
62,075,459 4,760,373 102,366 1,500,346
Proposal No. 3
The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
For Against Abstain Broker Non-Votes
68,430,566 670 7,308 0
Proposal No. 4
The Company's stockholders approved the Company's AR ESPP.
For Against Abstain Broker Non-Votes
66,885,864 45,542 6,792 1,500,346
Spyre Therapeutics Inc. published this content on May 29, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 29, 2026 at 20:46 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]