ALBIREO PHARMA, INC. (NASDAQ:ALBO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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ALBIREO PHARMA, INC. (NASDAQ:ALBO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On June 12, 2017, Albireo Pharma, Inc. filed a Certificate of
Amendment to its Restated Certificate of Incorporation, as
amended, with the Secretary of State of the State of Delaware to
reduce the number of authorized shares of Albireos common stock
from 200,000,000 to 30,000,000 shares (the Charter Amendment).

As disclosed in Item 5.07 of this Current Report on Form 8-K, the
Charter Amendment was approved by Albireos stockholders at the
2017 annual meeting of stockholders held on June 9, 2017. The
foregoing description of the Charter Amendment does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Charter Amendment, a copy of which is filed
as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated in this Item 5.03 by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.

On June 9, 2017, Albireo held its 2017 annual meeting of
stockholders. At the meeting, Albireos stockholders: (1) elected
each of Michael Gutch, Ph.D. and Denise Scots-Knight, Ph.D. to
Albireos Board of Directors as a Class I director for a term of
three years to serve until the 2020 annual meeting of
stockholders and until his or her successor is elected and
qualified or until his or her earlier death, resignation or
removal (Election of Directors); (2) approved the Charter
Amendment; (3) ratified the appointment of Ernst Young LLP as
Albireos independent registered public accounting firm for the
fiscal year ending December 31, 2017 (Auditor Ratification); (4)
approved, on an advisory basis, the compensation of Albireos
named executive officers as disclosed in the proxy statement for
the meeting (Advisory Vote on Executive Compensation); and (5)
recommended a frequency of three years for future advisory votes
on the compensation of Albireos named executive officers
(Advisory Vote on Frequency of Future Advisory Votes on Executive
Compensation). A more complete description of each of these
matters is set forth in Albireos definitive proxy statement filed
with the Securities and Exchange Commission on April 21, 2017.

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 nonvotes on each of the foregoing matters
are set forth below.

1. Election of Directors

Nominee

Shares Voted For

Shares Voted to

Withhold Authority

Broker Nonvotes

Michael Gutch, Ph.D.

4,090,374

9,925

440,406

Denise Scots-Knight, Ph.D.

4,089,363

10,936

440,406

2. Charter Amendment

Shares Voted For

Shares Voted Against

Shares Abstaining

Broker Nonvotes

4,491,975

44,324

4,406

n/a

3. Auditor Ratification

Shares Voted For

Shares Voted Against

Shares Abstaining

Broker Nonvotes

4,528,367

7,564

4,774

n/a

4. Advisory Vote on

Executive Compensation

Shares Voted For

Shares Voted Against

Shares Abstaining

Broker Nonvotes

4,081,137

14,690

4,472

440,406

5. Advisory Vote on Frequency of Future Advisory Votes on
Executive Compensation

Shares Voted For 3 Years

Shares Voted For 2 Years

Shares Voted For 1 Year

Shares Abstaining

Broker Nonvotes

2,050,665

1,173,692

869,894

6,048

440,406

Albireos Board of Directors has considered the results on the
Advisory Vote on Frequency of Future Advisory Votes on Executive
Compensation, in which a frequency of three years received the
affirmative vote of a majority of the shares of Albireos common
stock present in person or represented by proxy and entitled to
vote, and determined that, unless and until the Board of
Directors determines otherwise, future stockholder advisory votes
on executive compensation will occur every three years.
Accordingly, the next stockholder advisory vote on executive
compensation will be held at Albireos 2020 annual meeting of
stockholders. The next required stockholder advisory vote
regarding the frequency of holding an advisory vote on executive
compensation will be held in six years at Albireos 2023 annual
meeting of stockholders.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number

Description

3.1

Certificate of Amendment to Albireos Restated Certificate
of Incorporation, as amended, filed with the Secretary of
State of the State of Delaware on June 12, 2017

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