| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described under Item 5.07 below, on February 28, 2024, Aileron Therapeutics, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “2023 Annual Meeting”) at which the stockholders of the Company approved an amendment (the “Plan Amendment”) to the Aileron Therapeutics, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) to increase the number of shares of common stock issuable under the 2021 Plan by 3,000,000 shares. The 2021 Plan was adopted by the Company’s board of directors, upon the recommendation of the compensation committee and subject to stockholder approval, on April 14, 2021, and was approved by the stockholders of the Company on June 15, 2021. On January 17, 2024, upon the recommendation of the compensation committee and subject to stockholder approval, the Company’s board of directors adopted the Plan Amendment. Other than increasing the number of shares issuable under the 2021 Plan, the Plan Amendment does not make any changes to the 2021 Plan.
The material terms of the 2021 Plan are described in the Company’s definitive proxy statement for the 2023 Annual Meeting filed with the Securities and Exchange Commission on January 29, 2024 (the “Proxy Statement”), and the description of the plan included in the Proxy Statement under the section entitled “Proposal 3: Approval of an Amendment to our 2021 Stock Incentive Plan to Increase the Number of Shares of our Common Stock Available for Issuance Thereunder by 3,000,000 Shares” is incorporated herein by reference. The description of the 2021 Plan is qualified in its entirety by reference to the full text of the 2021 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the 2023 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock of the Company (the “Common Stock”) from 45,000,000 to 100,000,000 shares, as described under Item 5.07 below. The Company filed the Certificate of Amendment to implement the increase in the number of authorized shares, which was effective upon filing, with the Secretary of State of the State of Delaware on February 28, 2024. The additional shares of Common Stock authorized by the Certificate of Amendment have rights identical to the Company’s currently outstanding Common Stock.
The summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On February 28, 2024, the Company held the 2023 Annual Meeting to consider and vote upon the matters listed below. The following is a summary of the matters voted on at that meeting.
| 1. |
The stockholders of the Company approved the issuance, in accordance with Nasdaq Listing Rule 5635(a), of shares of Common Stock, upon conversion of the Company’s outstanding Series X Non-Voting Convertible Preferred Stock (the “Conversion Proposal”). The results of the stockholders’ vote with respect to such matter were as follows: |
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|
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|
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| For |
|
Against |
|
Abstain |
|
Broker Non- Votes |
| 1,644,012 |
|
35,008 |
|
2,383 |
|
1,424,761 |
The above voting results do not include 344,345 shares of Common Stock issued in the Company’s acquisition of Lung Therapeutics, Inc. (the “Lung Acquisition”) that were not entitled to vote on the Conversion Proposal for purposes of Nasdaq rules. Of these 344,345 shares of Common Stock, 226,185 shares of Common Stock were voted in favor of the Conversion Proposal for purposes of adopting the proposal under Delaware law. However, to comply with applicable Nasdaq rules, the Company instructed the inspector of elections to conduct
