UroGen Pharma Ltd. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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Date of Report (Date of earliest event reported): June 22, 2026 

 

 

UROGEN PHARMA LTD. 

 

 

 

 

 

 

 

Registrant’s telephone number, including area code: +1 (646) 768-9780

 

 

 

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

 

 

 

 

 

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

 

 

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. ☐

 

 

 

On June 22, 2026, UroGen Pharma Ltd. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company's shareholders approved the amendment and restatement of the Company’s Articles of Association (the “Amended and Restated Articles”) to, among other things, tie eligibility for shareholder proposals to the requirements under the Israeli Companies Law, 5759-1999 and the regulations promulgated thereunder. The Amended and Restated Articles were previously approved, subject to shareholder approval, by the Company's Board of Directors on March 19, 2026. A summary of the amendments made pursuant to the adoption of the Amended and Restated Articles are set forth under the heading "Proposal 2—To Approve the Proposed Articles of Association" of the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”). The foregoing summary of the Amended and Restated Articles is qualified in its entirety by reference to the full text of the Amended and Restated Articles, a copy of which is filed as Exhibit 3.1 to this report.

 

 

 

At the Annual Meeting, the Company’s shareholders also approved (i) an amendment to the Company’s Amended and Restated Non-Employee Director and Officer Compensation Policy in relation to directors’ and officers’ insurance (the “Compensation Policy Amendment”) and (ii) an amendment to the Company’s 2017 Equity Incentive Plan (the “2017 Plan” and the 2017 Plan, as amended, the “2017 Amended Plan”) to increase the number of ordinary shares authorized for issuance under the plan by 1,000,000 shares. The Compensation Policy Amendment and the 2017 Amended Plan were previously approved, subject to shareholder approval, by the Company’s Board of Directors on March 19, 2026. Summaries of the principal features of the Compensation Policy Amendment and the 2017 Amended Plan are set forth under the headings “Proposal 3—To Approve the Compensation Policy Amendment" and “Proposal 4—To Approve Amendments to the Company’s 2017 Equity Incentive Plan” contained in the Proxy Statement. The summaries are qualified in their entirety by reference to the Compensation Policy Amendment and the 2017 Amended Plan, filed as Exhibits 10.1 and 10.2 to this report.

 

 

At the Annual Meeting, the Company’s shareholders voted on the proposals listed below, each of which was described in the Proxy Statement. The voting results are set forth below.

 

 

The shareholders elected the following seven individuals to serve as directors until the Company’s next annual meeting of shareholders and until their successors are elected. There were no nominees other than those listed below. The voting results are as follows:

 

 

Proposal 2 – Amended and Restated Articles of Association. 

 

The shareholders approved the Amended and Restated Articles. The voting results are as follows:

 

 

 

Proposal 3 - Compensation Policy Amendment. 

 

The shareholders approved the Compensation Policy Amendment. The voting results are as follows:

 

 

 

The shareholders approved the 2017 Amended Plan. The voting results are as follows:

 

 

 

Proposal 5 - Advisory vote on the compensation of the Company’s named executive officers.

 

On an advisory basis, the shareholders approved the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement. The voting results are as follows:

 

 

 

The shareholders approved the engagement of PricewaterhouseCoopers LLP as the Company’s independent auditor until the Company’s 2027 annual meeting of shareholders. The voting results are as follows:

 

 

Brokers were entitled to cast votes on this proposal without voting instructions from the beneficial owners of the shares. As a result, there were no broker non-votes with respect to this proposal.

 

 

 

(d)

 

 

 

 

 

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.