UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the combined 2025 and 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Galera Therapeutics, Inc. (the “Company”) held on May 8, 2026, the Company’s stockholders (i) elected (A) one Class III director to the board of directors of the Company (the “Board”), to serve until the Company’s 2028 annual meeting of stockholders and until his successor is duly elected and qualified, and (B) two Class I directors to the Board, each to serve until the Company’s 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified; (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (iii) approved the compensation paid to the Company’s named executive officers (“Say-on-Pay”); (iv) approved a frequency of every “one year” for holding future Say-on-Pay votes; (v) approved an amendment to the Company’s Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of the Company’s common stock from 200 million shares to 400 million shares; (vi) approved an amendment to the Charter to permit stockholders to act by written consent in lieu of a meeting; and (vii) approved an amendment to the Charter that would effect a reverse stock split at a ratio between 1:75 and 1:200, if and when determined by the Board.
The results of the voting at the Annual Meeting are shown below:
Proposal 1—Election of Directors:
(a) Class III Director
| Nominee | For | Withhold | Broker Non-Votes | |||||||||
J. Mel Sorensen, M.D. |
98,328,390 | 14,552,053 | 10,877,949 | |||||||||
(b) Class I Directors
| Nominees | For | Withhold | Broker Non-Votes | |||||||||
Nancy Chang, Ph.D. |
110,531,164 | 2,349,279 | 10,877,949 | |||||||||
Michael Friedman |
110,523,157 | 2,357,286 | 10,877,949 | |||||||||
Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm:
Votes For |
Votes Against |
Abstentions | ||
| 121,742,195 | 1,961,191 | 55,006 |
Proposal 3—Say-on-Pay Vote:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 108,167,385 | 3,690,210 | 1,022,848 | 10,877,949 |
Proposal 4—Advisory Vote on Frequency of Future Say-On-Pay Votes:
1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
| 108,127,837 | 64,666 | 3,611,866 | 1,076,074 | 10,877,949 |
The Board had previously approved a frequency of every one year for future Say-on-Pay votes, subject to the same frequency receiving the highest number of votes from stockholders at the Annual Meeting. Accordingly, the Company will include an advisory vote to approve executive compensation on an annual basis until the next required vote on the frequency of future Say-on-Pay votes.
Proposal 5—Approval of Charter Amendment to Increase Authorized Capital Stock:
Votes For |
Votes Against |
Abstentions | ||
| 120,916,020 | 2,745,505 | 96,867 |
Proposal 6—Approval of Charter Amendment to Provide Written Consent Right:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 112,456,777 | 417,500 | 6,166 | 10,877,949 |
Proposal 7—Approval of Charter Amendment to Effect a Reverse Stock Split:
Votes For |
Votes Against |
Abstentions | ||
| 121,087,262 | 2,639,613 | 31,517 |
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.
| GALERA THERAPEUTICS, INC. | ||||||
| Date: May 11, 2026 | By: | /s/ J. Mel Sorensen, M.D. | ||||
| J. Mel Sorensen, M.D. | ||||||
| President and Chief Executive Officer | ||||||