(e) At the annual meeting of stockholders of Pieris Pharmaceuticals, Inc. (the “Company”) held on July 31, 2019 (the “Annual Meeting”), the Company’s stockholders approved the 2019 Employee, Director and Consultant Equity Incentive Plan (the “2019 EIP”). The 2019 EIP was previously approved and adopted by the Board of Directors of the Company on April 30, 2019, 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 2019 EIP is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 18, 2019 (the “Proxy Statement”) under the heading “Approval of the 2019 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 2019 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.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) On July 31, 2019, the Company held the Annual Meeting. Of the 49,259,017 shares of common stock of the Company issued and outstanding and eligible to vote as of the record date of June 3, 2019, a quorum of 36,700,600 shares of common stock, or 74.50% of the outstanding shares, were present in person or by proxy.

(b) At the Annual Meeting, the stockholders: (1) elected each of James Geraghty and Ann Barbier, M.D., Ph.D. to the Company’s Board of Directors as Class II directors each to serve for a three-year term expiring at the 2022 annual meeting of stockholders (“Election of Directors”); (2) approved the 2019 EIP (the “2019 EIP Approval”); and (3) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 (“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. 2019 EIP Approval:

3. Auditor Ratification:

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

PIERIS PHARMACEUTICALS, INC. Exhibit
EX-10.1 2 pirs2019eip.htm EXHIBIT 10.1 Document PIERIS 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.