aTyr Pharma Inc.

05/04/2021 | Press release | Distributed by Public on 05/04/2021 14:04

Management Change/Compensation

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)As reported in Item 5.07 below, at the 2021 Annual Meeting of Stockholders held on April 28, 2021 (the 'Annual Meeting') of aTyr Pharma, Inc. (the 'Company'), the Company's stockholders, upon the recommendation of the Company's Board of Directors (the 'Board'), approved an amendment to the Company's 2015 Stock Option and Incentive Plan (the '2015 Plan') to increase the number of shares of common stock reserved for issuance by 750,000 shares and remove certain individual grant limits.

A summary of the 2015 Plan, as amended, is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 24, 2021 (the 'Proxy Statement'). That summary and the above description of the 2015 Plan, as amended, do not purport to be complete and are qualified in their entirety by reference to the full text of the 2015 Plan, as amended, which is filed as Exhibit 10.1 hereto.

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

At the Annual Meeting, the Company's stockholders approved a proposal to amend the Company's Restated Certificate of Incorporation to increase the number of authorized shares of the Company's common stock from 21,425,000 to 42,500,000 shares (the 'Authorized Share Proposal').

On April 30, 2021, following stockholder approval of the Authorized Share Proposal at the Annual Meeting, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company's Restated Certificate of Incorporation (the 'Charter Amendment'), to increase the authorized number of shares of common stock from 21,425,000 to 42,500,000 shares.

The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K.

Submission of Matters to a Vote of Security Holders.

The following proposals were submitted to the Company's stockholders at the Annual Meeting:

(1) The election of two Class III directors, as nominated by the Board, to hold office until the 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

(2) The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2021;

(3) The approval, on an advisory basis, of the compensation of the Company's named executive officers as disclosed in the Proxy Statement;

(4)The indication, on an advisory basis, of the preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers;

(5)The approval of an amendment to the 2015 Plan;

(6)The approval of an amendment to the Company's Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 21,425,000 to 42,5000,000 shares; and

(7)The approval to authorize the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 5 or Proposal 6.

The number of shares of common stock entitled to vote at the Annual Meeting was 16,011,385. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 11,092,582. All matters submitted to a vote of the Company's stockholders at the Annual Meeting were approved and all director nominees were elected.

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The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

Proposal 1 - Election of Class III Directors

Director Nominee

Votes For

Withhold/Abstain

Broker Non-Vote

Svetlana Lucas, Ph.D.

6,310,057

1,363,260

3,419,265

Sanjay S. Shukla, M.D., M.S

6,297,807

1,375,510

3,419,265

Proposal 2 - Ratification of the appointment of Ernst and Young, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021.

Votes For

Votes Against

Withhold/Abstain

Broker Non-Vote

11,017,633

62,928

12,021

--

Proposal 3- Approval, on an advisory basis, of the compensation of the Company's named executive officers, as disclosed in the Proxy Statement.

Votes For

Votes Against

Withhold/Abstain

Broker Non-Vote

7,519,078

136,228

18,011

3,419,265

Proposal 4 - Indication, on an advisory basis, of the preferred frequency of stockholder advisory vote on the compensation of the Company's named executive officers.

Votes For 1 Year

Votes For 2 Years

Voted For 3 Years

Withhold/Abstain

Broker Non-Vote

7,536,157

13,105

114,139

9,916

3,419,265

Proposal 5 - Approval to amend the 2015 Plan.

Votes For

Votes Against

Withhold/Abstain

Broker Non-Vote

7,578,500

78,891

15,926

3,419,265

Proposal 6 - Approval to amend the Company's Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 21,425,000 to 42,500,000 shares.

Votes For

Votes Against

Withhold/Abstain

Broker Non-Vote

10,454,617

625,175

12,790

--

Proposal 7 - Approval to authorize the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 5 or Proposal 6.

Votes For

Votes Against

Withhold/Abstain

Broker Non-Vote

10,755,850

293,679

43,053

--

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As disclosed above, stockholders indicated, on an advisory basis, the preferred frequency to solicit an advisory vote approving the Company's compensation of named executive officers of 1 year. In light of the recommendation of the Board that future 'say-on-pay' votes occur every 1 year and the results of the stockholder vote on Proposal 4, the Company intends to submit to its stockholders a non-binding advisory vote on compensation of its named executive officers at its annual meeting every year until the next required advisory vote on the frequency of stockholder votes on the compensation of the Company's named executive officers.

Other Events.

The Company hereby incorporates by reference into the Company's Registration Statement on Form S-3 (File No. 333-250095) the items filed herewith as Exhibits 5.1 and 23.1 relating to the Company's at-the-market offering program pursuant to the Capital on DemandTM Sales Agreement with JonesTrading Institutional Services LLC.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

3.1

Certificate of Amendment to Restated Certificate of Incorporation of aTyr Pharma, Inc.

5.1

Opinion of Cooley, LLP

10.1#

aTyr Pharma, Inc. 2015 Stock Option and Incentive Plan, as amended

23.1

Consent of Cooley LLP (included in Exhibit 5.1)

# Indicates a management contract or compensatory plan, contract or arrangement.

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