Aligos Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Leadership Update
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 25, 2026, Aligos Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As further described in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting, the Company’s stockholders approved an amendment (the “ESPP Amendment”) to the Company’s 2020 Employee Stock Purchase Plan (the “ESPP”), which was approved by the Board of Directors (the “Board”) on April 22, 2026 and became effective upon stockholder approval at the Annual Meeting.
The ESPP Amendment amends the ESPP (as amended, the “Amended ESPP”) to (i) reserve an additional 500,000 shares for issuance under the Amended ESPP and make them available for purchase under the Amended ESPP’s offering periods, including the offering period that commenced under the ESPP on November 15, 2025, and (ii) eliminate the “evergreen” provision in the ESPP, which currently provides for automatic annual increases to the share reserve through 2030, such that the share reserve under the Amended ESPP will be a fixed number of shares not subject to any further automatic increases.
The terms and conditions of the Amended ESPP are described in the section entitled “Proposal 3 – Approval of Amendment to our 2020 Employee Stock Purchase Plan” included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2026 (the “Proxy Statement”). This description is incorporated by reference into Item 5.02 of this Current Report on Form 8-K.
The above and the incorporated descriptions of the Amended ESPP are qualified in their entirety by reference to the ESPP Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Proxy Statement. Only stockholders of record as of the close of business on April 27, 2026, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 5,388,223 shares of the Company’s voting common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:
Proposal 1. The election of two Class III directors to hold office until the 2029 annual meeting of stockholders or until their respective successors are duly elected and qualified. The results of the vote were as follows:
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||
| Bridget Martell, M.A., M.D. |
2,092,164 | 88,707 | 1,613,003 | |||||||
| Carole Nuechterlein, J.D. |
2,086,481 | 94,390 | 1,613,003 | |||||||
Proposal 2. The ratification of the selection by the audit committee of the Board of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026. The results of the vote were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 3,786,255 | 7,484 | 135 |
As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.
Proposal 3. The approval of an amendment to the ESPP to (i) reserve an additional 500,000 shares for issuance under the Amended ESPP and make them available for purchase under the Amended ESPP’s offering periods, and (ii) eliminate the “evergreen” provision in the ESPP. The results of the vote were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 2,161,966 | 17,797 | 1,108 | 1,613,003 |
Proposal 4. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers. The results of the vote were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 2,074,434 | 98,358 | 8,079 | 1,613,003 |
Proposal 5. The approval, on a non-binding, advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers. The results of the vote were as follows:
| One Year |
Two Years |
Three Years |
Abstentions |
Broker Non-Votes | ||||
| 2,077,884 | 2,947 | 97,350 | 2,690 | 1,613,003 |
Based on these voting results, and the recommendation of the Company’s Board that was included in the Proxy Statement, the Company has determined that it will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next stockholder advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Amendment to the Aligos Therapeutics, Inc. 2020 Employee Stock Purchase Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALIGOS THERAPEUTICS, INC. | ||||||
| Date: June 26, 2026 | By: | /s/ Lesley Ann Calhoun | ||||
| Lesley Ann Calhoun | ||||||
| Executive Vice President, Chief Operating Officer and Chief Financial Officer | ||||||