Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Contemporary Arrangements of Certain
Officers.
At the Special Meeting of Stockholders (the "Special Meeting") of Idera
Pharmaceuticals, Inc. (the "Company") held on January 12, 2023 (the "Effective
Date"), the Company's stockholders approved the Idera Pharmaceuticals, Inc. 2022
Stock Incentive Plan (the "2022 Equity Plan"). The 2022 Equity Plan is a
long-term incentive plan pursuant to which awards may be granted to employees
(including executive officers), non-employee directors, and certain consultants
and advisors who perform services for the Company and its subsidiaries. The 2022
Equity Plan provides for the issuance of incentive stock options, non-qualified
stock options, stock awards, stock units, stock appreciation rights, and other
stock-based awards. The 2022 Equity Plan was adopted principally to serve as a
successor plan to the Idera Pharmaceuticals, Inc. 2013 Stock Incentive Plan, as
amended and restated (the "Prior Plan"), and to increase the number of shares of
the Company's common stock, par value $0.001 per share ("Common Stock"),
reserved for equity-based awards by 23,600,000 shares, plus (i) the number of
shares reserved for issuance under the Prior Plan that remained available for
grant as of the Effective Date and (ii) outstanding equity-based awards under
the Prior Plan that expire, are terminated, surrendered, or forfeited for any
reason without issuance of such shares following the Effective Date. No awards
may be granted under the 2022 Equity Plan after January 12, 2033. It is not
possible to determine specific amounts and types of awards that may be granted
to eligible participants under the 2022 Equity Plan subsequent to the Special
Meeting because the grant and payment of such awards is subject to the
discretion of the Compensation Committee of the Company's Board of Directors
(the "Board"). The 2022 Equity Plan previously had been approved, subject to
stockholder approval, by the Board on November 17, 2022.
The foregoing summary of the 2022 Equity Plan does not purport to be complete
and is qualified in its entirety by reference to the full text of the 2022
Equity Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting, the Company's stockholders voted upon the following
proposals, each of which is described in more detail in the in the Company's
definitive proxy statement filed with the Securities and Exchange Commission
(the "SEC") on December 8, 2022 (the "Special Meeting Proxy Statement"): (1) a
proposal to approve, in accordance with Nasdaq Listing Rule 5635(a), the
issuance of shares of the Company's Common Stock upon conversion of the
Company's Series Z Non-Voting Convertible Preferred Stock, par value $0.01 per
share ("Series Z Preferred Stock"), issued in September 2022 (the "Conversion
Proposal" or "Proposal No. 1"); (2) a proposal to approve an amendment to the
Company's Restated Certificate of Incorporation to effect a reverse stock split
of the Company's Common Stock (the "Reverse Stock Split") at a ratio to be
determined by the Board within a range of one-for-seventeen (1:17) and
one-for-twenty-three (1:23) (or any number in between), to be effected in the
sole discretion of the Board at any time within one year of the date of the
Special Meeting without further approval or authorization from the Company's
stockholders (the "Reverse Stock Split Proposal" or "Proposal No. 2"); (3) a
proposal to approve the 2022 Equity Plan (the "2022 Equity Plan Proposal" or
"Proposal No. 3"); and (4) a proposal to approve the adjournment or postponement
of the Special Meeting, if necessary, to continue to solicit votes for Proposal
Nos. 1, 2, and/or 3 (the "Adjournment Proposal" or "Proposal No. 4" and,
together with Proposal Nos. 1, 2, and 3, the "Proposals"). The Adjournment
Proposal was not presented at the Special Meeting because there were enough
votes to approve Proposals Nos. 1, 2, and 3.
Set forth below are the final voting results for each of the matters submitted
to a vote of the stockholders of the Company at the Special Meeting.
Proposal No. 1: Approval of Conversion Proposal
The stockholders approved the Conversion Proposal, with votes as follows:
Shares For Shares Against Shares Abstained Broker Non-Votes
30,415,825 613,400 23,452 7,604,317
Proposal No. 2: Approval of the Amendment to the Restated Certificate of
Incorporation to Effect a Reverse Stock Split of the Company's Common Stock
(without Reducing the Authorized Number of Shares of the Company's Common
Stock), if and when Determined by the Board
The stockholders approved the Reverse Stock Split Proposal, with votes as
follows:
Shares For Shares Against Shares Abstained Broker Non-Votes
37,414,449,072 1,262,328,067 18,873,855
0
Proposal No. 3: Approval of the Adoption of the 2022 Equity Plan
The stockholders approved the 2022 Equity Plan Proposal, with votes as follows:
Shares For Shares Against Shares Abstained Broker Non-Votes
29,034,142 1,974,639 43,896 7,604,317
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See the Exhibit Index below, which is incorporated by reference herein.
Exhibit
Number Description
10.1 The Idera Pharmaceuticals, Inc. 2022 Stock Incentive Plan.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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