Milestone Pharmaceuticals Inc. 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; Compensation Arrangements of Certain Officers. |
At the 2025 annual meeting of shareholders held on June 10, 2025 (the “Annual Meeting”), the shareholders of Milestone Pharmaceuticals Inc. (the “Company”) approved the Company’s 2019 Equity Incentive Plan, as amended (the “2019 EIP”), to (i) remove the evergreen provision and (ii) increase the number of ordinary shares authorized for issuance by 4,000,000 shares.
A more detailed summary of the material features of the 2019 EIP, including the terms of equity grants thereunder, is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2025 (the “2025 Proxy Statement”). That summary and the foregoing description is qualified in its entirety by reference to the text of the 2019 EIP, as amended, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s shareholders voted on five proposals, each of which is described in more detail in the 2025 Proxy Statement. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast for, withheld or against each matter, and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
| Proposal 1. | Election of Directors |
The Company’s shareholders elected the nominees below to the board of directors (the “Board”) each to hold office until the 2026 Annual Meeting of Shareholders, or until their successors are duly elected or appointed or until such directors’ earlier resignation or removal. The votes regarding the election of directors were as follows:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||
| Joseph Oliveto | 10,273,222 | 3,323,283 | 14,911,924 | ||||
| Stuart M. Duty | 10,410,997 | 3,185,508 | 14,911,924 | ||||
| Seth H.Z. Fischer | 10,255,502 | 3,341,003 | 14,911,924 | ||||
| Lisa M. Giles | 10,263,031 | 3,333,474 | 14,911,924 | ||||
| Joseph C. Papa | 10,283,978 | 3,312,527 | 14,911,924 | ||||
| Andrew R. Saik | 10,397,324 | 3,199,181 | 14,911,924 | ||||
| Michael Tomsicek | 10,416,906 | 3,179,599 | 14,911,924 | ||||
| Robert J. Wills | 10,409,676 | 3,186,829 | 14,911,924 |
| Proposal 2. | Appointment of the Company’s Auditor |
Proposal 2 was a proposal to ratify the selection by the Company’s Audit Committee of PricewaterhouseCoopers LLP as the auditor for the Company until the close of the 2026 Annual Meeting of Shareholders and the authorization of the Board to fix the auditor’s remuneration. The votes regarding the ratification of the selection of the Company’s auditor were as follows:
| Votes For | Votes Against |
Abstentions | ||
| 28,065,542 | 284,067 | 158,820 |
| Proposal 3. | Approval of the 2019 EIP, as Amended, to Remove the Evergreen Provision and Increase the Aggregate Number of Shares Authorized for Issuance by 4,000,000 shares |
Proposal 3 was a proposal to approve the 2019 EIP, as amended, to remove the evergreen provision and increase the number of ordinary shares authorized for issuance by 4,000,000 shares. The votes regarding the 2019 EIP were as follows:
| Votes For | Votes Against |
Abstentions | Broker Non-Votes | |||
| 8,036,707 | 4,738,058 | 821,740 | 14,911,924 |
| Proposal 4. | Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers |
Proposal 4 was a proposal for a non-binding advisory vote on the compensation of the Company’s named executive officers. The votes regarding the non-binding advisory vote were as follows:
| Votes For | Votes Against |
Abstentions | Broker Non-Votes | |||
| 9,184,325 | 3,613,602 | 798,578 | 14,911,924 |
| Proposal 5. | Non-Binding Advisory Vote on the Frequency of Stockholder Advisory Votes on the Compensation of the Company’s Named Executive Officers |
Proposal 5 was a proposal for a non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers. The votes regarding the non-binding advisory vote were as follows:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
| 12,291,479 | 46,507 | 253,968 | 1,004,551 | 14,911,924 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Milestone Pharmaceuticals Inc. 2019 Equity Incentive Plan, as Amended | |
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are 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.
| MILESTONE PHARMACEUTICALS INC. | ||
| By: | /s/Amit Hasija | |
| Amit Hasija | ||
| Chief Financial Officer | ||
Dated: June 12, 2025