Zura Bio Limited filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers |
On June 17, 2026, Zura Bio Limited (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the shareholders of the Company approved an amendment and restatement of the Company’s 2023 Equity Incentive Plan (the “Amended 2023 Plan”). The Company’s board of directors previously approved the Amended 2023 Plan on April 23, 2026, subject to approval of the shareholders at the Annual Meeting. The Amended 2023 Plan became effective immediately upon shareholder approval at the Annual Meeting.
The material terms of the Amended 2023 Plan are described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”) in the section entitled “Proposal 3: Approve the Amended and Restated 2023 Zura Bio Limited Equity Incentive Plan”. The description and terms of the Amended 2023 Plan contained herein and in the Proxy Statement are qualified in their entirety by the text of the Amended 2023 Plan, a copy of which is attached 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 |
As referenced above, on June 17, 2026, the Company held its Annual Meeting, at which a quorum was present. At the Annual Meeting, the shareholders of the Company voted on the following four proposals: (1) the election, by ordinary resolution, of the eight (8) directors listed below (the “Director Nominees”) to the Company’s Board of Directors (the “Board”) to hold office until the next annual general meeting of shareholders or until their respective successors have been elected and qualified, or until their earlier death, resignation or removal (“Proposal 1”); (2) the ratification, by ordinary resolution, of the appointment by the Audit Committee of the Board of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 2”); (3) the approval, by ordinary resolution, of the Amended 2023 Plan (“Proposal 3”); and (4) the approval, by ordinary resolution, of the adjournment of the Annual Meeting by the chairman thereof to a later date, if necessary, for the purpose of soliciting additional proxies in favor of Proposals 1, 2 and 3, in the event the Company does not receive the requisite shareholder votes to approve Proposals 1, 2 and 3 (“Proposal 4”). Each of these proposals is described in greater detail in the Proxy Statement. The final results of the voting on each proposal are set forth below.
Proposal 1 - Election of Directors.
The Company’s shareholders elected the Director Nominees as directors of the Company, each to hold office until the next annual general meeting of shareholders or until their respective successors have been elected and qualified, or until their earlier death, resignation or removal. The votes cast were as follows:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Daniel Becker | 55,968,512 | 291,173 | 20,958 | 18,267,509 | ||||
| Mark Eisner | 56,209,068 | 49,466 | 22,109 | 18,267,509 | ||||
| Jennifer Jarrett | 39,788,639 | 16,471,044 | 20,958 | 18,267,511 | ||||
| Sandeep Kulkarni | 56,250,391 | 8,292 | 21,960 | 18,267,509 | ||||
| Amit Munshi | 40,229,829 | 16,027,697 | 23,115 | 18,267,511 | ||||
| Ajay Nirula | 56,249,212 | 8,319 | 23,113 | 18,267,508 | ||||
| Steven Schoch | 56,197,526 | 61,025 | 22,093 | 18,267,508 | ||||
| Parvinder Thiara | 55,766,669 | 490,857 | 23,115 | 18,267,511 |
Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm.
The Company’s shareholders ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes cast were as follows:
| For | Against | Abstain | ||
| 74,323,697 | 30,527 | 193,928 |
Proposal 3 - Approval of the Amended and Restated 2023 Zura Bio Limited Equity Incentive Plan
The Company’s shareholders approved the amendment and restatement of the Company’s 2023 Equity Incentive Plan. The votes cast were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 38,850,373 | 17,403,607 | 26,663 | 18,267,509 |
Proposal 4 - Adjournment Proposal.
Proposal 4 was to approve an adjournment of the Annual Meeting by the chairman thereof to a later date, if necessary, for the purpose of soliciting additional proxies in favor of Proposals 1, 2 and 3, in the event the Company did not receive the requisite shareholder votes to approve Proposals 1, 2 and 3. As Proposals 1, 2 and 3 were approved by the requisite number of votes, Proposal 4 was not put to a vote of the shareholders at the Annual Meeting.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amended and Restated 2023 Equity Incentive 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, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 18, 2026
| ZURA BIO LIMITED | ||
| By: | /s/ Kim Davis | |
| Kim Davis | ||
| Chief Operating Officer, Chief Legal Officer and Corporate Secretary | ||