SYRE Spyre Therapeutics, Inc. - 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As discussed in Item 5.07 below, upon the recommendation of the Board of Directors (the “Board”) of Spyre Therapeutics, Inc. (the “Company”), the stockholders of the Company, at the Company’s Annual Meeting of Stockholders held on May 27, 2026 (the “Annual Meeting”), approved the amended and restated 2016 Employee Stock Purchase Plan (the “AR ESPP”).

The material features of the AR ESPP are described in Proposal 4 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2026 (the “2026 Proxy Statement”), which description is incorporated herein by reference. The description of the AR ESPP incorporated herein by reference is qualified in its entirety by the text of the AR ESPP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

In addition, effective as of May 27, 2026, Peter Harwin resigned from the Board. The resignation of Mr. Harwin was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The size of the Board was reduced from eight directors to seven directors effective May 27, 2026.

Item 5.07    Submission of Matters to a Vote of Security Holders.

On May 27, 2026, the Company held its Annual Meeting. The proposals considered at the Annual Meeting are described in the 2026 Proxy Statement. The final voting results were as follows:

Proposal No. 1

The Company’s stockholders elected three Class I directors, Mark McKenna, Cameron Turtle, and Laurie Stelzer, each to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

Nominees

For

Withheld

Broker Non-Votes

Mark McKenna

65,608,709

1,329,489

1,500,346

Cameron Turtle, D. Phil.

66,176,245

761,953

1,500,346

Laurie Stelzer

56,954,664

9,983,534

1,500,346

Proposal No. 2

The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

For

Against

Abstain

Broker Non-Votes

62,075,459

4,760,373

102,366

1,500,346

Proposal No. 3

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

For

Against

Abstain

Broker Non-Votes

68,430,566

670

7,308

0

Proposal No. 4

The Company’s stockholders approved the Company's AR ESPP.

For

Against

Abstain

Broker Non-Votes

66,885,864

45,542

6,792

1,500,346

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

10.1

Spyre Therapeutics, Inc. Amended and Restated 2016 Employee Stock Purchase Plan

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)