PIERIS PHARMACEUTICALS, INC. (NASDAQ:PIRS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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 of stockholders of Pieris Pharmaceuticals, Inc. (the “Company”) held on July 24, 2018 (the “Annual Meeting”), the Company’s stockholders approved each of (1) the 2018 Employee, Director and Consultant Equity Incentive Plan (the “2018 EIP”) and (2) the 2018 Employee Stock Purchase Plan (the “2018 ESPP”). Each of the 2018 EIP and the 2018 ESPP was previously approved and adopted by the Board of Directors of the Company on June 7, 2018, subject to stockholder approval, and became effective upon the receipt of stockholder approval at the Annual Meeting.

A description of the terms and conditions of the 2018 EIP is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 14, 2018 (the “Proxy Statement”) under the heading “Approval of the 2018 Employee, Director and Consultant Equity Incentive Plan (Notice Item 2)” and is incorporated herein by reference. Such description is qualified in its entirety by reference to the actual terms of the 2018 EIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A description of the terms and conditions of the 2018 ESPP is set forth in the Proxy Statement under the heading “Approval of the 2018 Employee Stock Purchase Plan (Notice Item 3)” and is incorporated herein by reference. Such description is qualified in its entirety by reference to the actual terms of the 2018 ESPP, a copy of which is filed as Exhibit 10.2 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

(a) On July 24, 2018, the Company held its Annual Meeting. Of the 53,989,427 shares of Common Stock issued and outstanding and eligible to vote as of the record date of May 25, 2018, a quorum of 42,374,525 shares, or 78.49% of the outstanding shares, were present in person or by proxy.

(b) At the Annual Meeting, the stockholders: (1)elected each of Christopher Kiritsy and Jean-Pierre Bizzari to the Company’s Board of Directors as Class I directors each to serve for a three-year term expiring at the 2021 annual meeting of stockholders (“Election of Directors”); (2)approved the 2018 EIP (the “2018 EIP Approval”); (3) approved the 2018 ESPP (the “2018 ESPP Approval”); and (4) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018 (“Auditor Ratification”). A more complete description of each of these matters is set forth in the Proxy Statement.

The number of votes cast in favor or against or withheld by the stockholders and, where applicable, the number of abstentions and the number of broker non-votes on each of the foregoing matters are set forth below.

1. Election of Directors:

2. 2018 EIP Approval:

3. 2018 ESPP Approval:

4. Auditor Ratification:

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.

PIERIS PHARMACEUTICALS, INC. Exhibit
EX-10.1 2 pieris2018eip.htm EXHIBIT 10.1 Exhibit Exhibit 10.1PIERIS PHARMACEUTICALS,…
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About PIERIS PHARMACEUTICALS, INC. (NASDAQ:PIRS)

Pieris Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company. The Company’s pipeline includes immuno-oncology multi-specifics tailored for the tumor micro-environment, an inhaled Anticalin to treat uncontrolled asthma and a half-life-optimized Anticalin to treat anemia. Its Anticalins proteins are a class of low molecular-weight therapeutic proteins derived from lipocalins, which are naturally occurring low-molecular weight human proteins typically found in blood plasma and other bodily fluids. It is focused on developing three drug candidates, which include PRS-080, PRS-060 and PRS-300 series. Its PRS-080 is an Anticalin drug candidate targeting hepcidin. The Company’s second Anticalin drug candidate, PRS-060, binds to the IL-4 receptor alpha-chain (IL-4RA), thereby inhibiting the actions of IL-4 and IL-13, two cytokines known to be mediators in the inflammatory cascade that causes asthma and other inflammatory diseases. PRS-343 is an Anticalin-based drug candidate.