Galera Therapeutics Inc.

05/11/2026 | Press release | Distributed by Public on 05/11/2026 14:03

Proxy Results (Form 8-K)

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
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