UroGen Pharma年度股東會通過章程修訂及股權計劃擴充 92%股東支持高層薪酬

urgn20260622_8k.htm
 

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0001668243

0001668243

2026-06-22
2026-06-22

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

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

 

 

UROGEN PHARMA LTD. 

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 
  
  
  
  
  
 

 
 
 Israel

 
  
 
 001-38079

 
  
 
 98-1460746

 
 

 
 
 (State or other jurisdiction

 of incorporation)

 
  
 
 (Commission

 File Number)

 
  
 
 (IRS Employer

 Identification No.)

 
 

 

 
  
  
  
 

 
 
 400 Alexander Park Drive, 4th Floor

 Princeton, New Jersey

 
  
 
 08540

 
 

 
 
 (Address of principal executive offices)

 
  
 
 (Zip Code)

 
 

 

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:

 

 
 
 ☐

 
 
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
 

 

 
 
 ☐

 
 
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
 

 

 
 
 ☐

 
 
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
 

 

 
 
 ☐

 
 
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

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

 

 
  
  
  
  
  
 

 
 
 Title of each class

 
  
 
 Trading

 Symbol(s)

 
  
 
 Name of each exchange

 on which registered

 
 

 
 
 Ordinary Shares,

 par value NIS0.01 per share

 
  
 
 URGN

 
  
 
 The Nasdaq Stock Market LLC

 
 

 

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. ☐

 

 

 

 

 
 
 Item 3.03

 
 Material Modification to Rights of Security Holders.
 

 

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.

 

 
 
 Item 5.02

 
 
 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 
 

 

(e)

 

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.

 

 
 
 Item 5.07

 
 
 Submission of Matters to a Vote of Security Holders. 

 
 

 

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.

 

Proposal 1 - Election of Directors 

 

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:

 

 
  
  
  
  
  
  
  
  
  
 

 
 
 Name

 
  
 
 Votes For

 
  
 Votes Against
  
 
 Abstentions

 
  
 
 Broker Non-Votes

 
 

 
 
 Arie Belldegrun, M.D.

 
  
 23,369,726
  
 4,959,968
  
 6,330
  
 8,540,308
 

 
 
 Elizabeth Barrett

 
  
 25,942,072
  
 2,389,232
  
 4,720
  
 8,540,308
 

 
 
 Cynthia M. Butitta

 
  
 26,378,838
  
 1,940,273
  
 16,913
  
 8,540,308
 

 
 
 Stuart Holden, M.D.

 
  
 26,641,539
  
 1,687,876
  
 6,609
  
 8,540,308
 

 
 
 James A. Robinson, Jr.

 
  
 27,918,601
  
 407,390
  
 10,033
  
 8,540,308
 

 
 
 Leana S. Wen, M.D., M.Sc.

 
  
 26,667,146
  
 1,652,270
  
 16,608
  
 8,540,308
 

 
 
 Daniel G. Wildman

 
  
 27,862,621
  
 453,366
  
 20,037
  
 8,540,308
 

 

Proposal 2 – Amended and Restated Articles of Association. 

 

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

 

 
  
  
  
  
  
  
  
 

 
 
 Votes For

 
  
 
 Votes Against

 
  
 
 Abstentions

 
  
 
 Broker Non-Votes

 
 

 
 19,306,222
  
 9,007,528
  
 22,274
  
 8,540,308
 

 

 

Proposal 3 - Compensation Policy Amendment. 

 

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

 

 
  
  
  
  
  
  
  
 

 
 
 Votes For

 
  
 
 Votes Against

 
  
 
 Abstentions

 
  
 
 Broker Non-Votes

 
 

 
 26,089,418
  
 2,182,017
  
 64,589
  
 8,540,308
 

 

Proposal 4 - 2017 Equity Incentive Plan. 

 

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

 

 
  
  
  
  
  
  
  
 

 
 
 Votes For

 
  
 
 Votes Against

 
  
 
 Abstentions

 
  
 
 Broker Non-Votes

 
 

 
 25,204,644
  
 3,058,912
  
 72,468
  
 8,540,308
 

 

 

 

 

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:

 

 
  
  
  
  
  
  
  
 

 
 
 Votes For

 
  
 
 Votes Against

 
  
 
 Abstentions

 
  
 
 Broker Non-Votes

 
 

 
 25,125,846
  
 3,186,040
  
 24,138
  
 8,540,308
 

 

Proposal 6 - Engagement of PricewaterhouseCoopers LLP as the Company’s independent auditor. 

 

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:

 

 
  
  
  
  
  
 

 
 
 Votes For

 
  
 
 Votes Against

 
  
 
 Abstentions

 
 

 
 36,778,509
  
 90,799
  
 7,024
 

 

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.

 

 

 
 
 Item 9.01

 
 
 Financial Statements and Exhibits. 

 
 

 

(d)

 

 
  
  
  
 

 
 
 Exhibit

 Number

 
  
 
 Description

 
 

 
  
  
 

 
 3.1
  
 Amended and Restated Articles of Association
 

 
 
 10.1

 
  
 
 Amendment to Amended and Restated Non-Employee Director and Officer Compensation Policy

 
 

 
 
 10.2

 
  
 
 UroGen Pharma Ltd. 2017 Equity Incentive Plan, as amended

 
 

 
 
 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.

 

 
  
  
  
  
  
  
  
 

 
 
 Date: June 23, 2026

 
  
 
 UROGEN PHARMA LTD.

 
 

 
  
  
  
  
 

 
  
  
  
  
 
 By:

 
  
 
 /s/ Chris Degnan

 
 

 
  
  
  
  
  
  
 
 Chris Degnan

 
 

 
  
  
  
  
  
  
 
 Chief Financial Officer