Aprea Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2026 annual meeting of stockholders (the “Annual Meeting”) of Aprea Therapeutics, Inc. (the “Company”) held on June 16, 2026, the following proposals were submitted to the stockholders of the Company:
| Proposal 1: | A proposal to elect three Class I directors of the Company, Marc Duey, Richard Peters, M.D., and Bernd R. Seizinger, M.D., Ph.D., each to hold office until the 2029 Annual Meeting of Stockholders or until their respective successors shall have been duly elected and qualified. |
| Proposal 2: | A proposal to ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year. |
| Proposal 3: | A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, and to authorize the Board of Directors of the Company (the “Board”) to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a ratio of not less than one-for-three and not more than one-for-eight of the Common Stock (with all fractional shares rounded up to the nearest whole share) (the “Reverse Stock Split”), with the exact ratio to be set within this range by the Board in its sole discretion (without reducing the authorized number of shares of the Common Stock), and with the Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion (“Proposal 3”). |
| Proposal 4: | A proposal to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers. |
| Proposal 5: | A proposal to approve, by non-binding advisory vote, the frequency of future votes on the compensation of the Company’s named executive officers. |
| Proposal 6: | A proposal to approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 3. |
For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 30, 2026. Of the 12,382,776 shares of the Company’s Common Stock entitled to vote at the Annual Meeting, 8,268,451 shares, or approximately 66.8%, were represented at the Annual Meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below.
| Proposal 1: | Election of Class I Directors. |
The Company’s stockholders elected the following directors to serve as Class I directors until the 2029 Annual Meeting of Stockholders of the Company or until their successors are duly elected and qualified. The votes regarding the election of the directors were as follows:
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Marc Duey | 5,817,488 | 64,578 | 2,386,385 | |||||||||
| Richard Peters, M.D. | 5,824,115 | 57,951 | 2,386,385 | |||||||||
| Bernd R. Seizinger, M.D., Ph.D. | 5,495,110 | 386,956 | 2,386,385 | |||||||||
| Proposal 2: | Ratification of Appointment EisnerAmper LLP. |
The Company’s stockholders ratified the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year 2026. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | ||||||||||
| 8,107,969 | 44,299 | 116,183 | 0 | ||||||||||
| Proposal 3: | Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, and to authorize the Board to effect a reverse stock split of the Common Stock at a ratio of not less than one-for-three and not more than one-for-eight of the Common Stock (with all fractional shares rounded up to the nearest whole share) (the “Reverse Stock Split”), with the exact ratio to be set within this range by the Board in its sole discretion (without reducing the authorized number of shares of the Common Stock), and with the Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion (“Proposal 3”). |
The Company’s stockholders voted to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, and authorized the Board to effect a reverse stock split of the Common Stock at a ratio of not less than one-for-three and not more than one-for-eight of the Common Stock (with all fractional shares rounded up to the nearest whole share) (the “Reverse Stock Split”), with the exact ratio to be set within this range by the Board in its sole discretion (without reducing the authorized number of shares of the Common Stock), and with the Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion (“Proposal 3”). The votes regarding this proposal were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||||||
| 8,038,052 | 210,751 | 19,648 | 0 | |||||||||||
| Proposal 4: | Approval, by non-binding advisory vote, the compensation of the Company’s named executive officers. |
The Company’s stockholders voted to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||||||
| 5,777,837 | 78,853 | 25,376 | 2,386,385 | |||||||||||
| Proposal 5: | Approval, by non-binding advisory vote, the frequency of future votes on the compensation of the Company’s named executive officers. |
The Company’s stockholders voted to approve, by non-binding advisory vote, the frequency of future votes on the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
| 1 Year | 2 Years | 3 Years | Votes Abstaining | |||||||||||
| 4,276,181 | 22,984 | 1,056,208 | 526,693 | |||||||||||
| Proposal 6: | Approval of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 3. |
The Company’s stockholders voted to approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 3. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||||||
| 8,056,154 | 191,486 | 20,811 | 0 | |||||||||||
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.
| Date: June 17, 2026 | Aprea Therapeutics, Inc. | |
| By: | /s/ Oren Gilad | |
| Oren Gilad, Ph.D., | ||
| President and Chief Executive Officer | ||