Galera Therapeutics, Inc. 8-K

What Happened Galera Therapeutics, Inc. (GRTX) filed an 8-K reporting the results of its combined 2025 and 2026 Annual Meeting held on May 8, 2026. Stockholders elected one Class III director and two Class I directors, ratified KPMG LLP as the independent auditor for fiscal 2026, approved Say-on-Pay and an annual Say-on-Pay frequency, and approved three amendments to the company’s Restated Certificate of Incorporation: (1) increase authorized common stock from 200 million to 400 million shares, (2) permit stockholder action by written consent, and (3) authorize a reverse stock split at a ratio between 1:75 and 1:200 to be implemented if and when determined by the Board.

Key Details

• Director elections: J. Mel Sorensen, M.D. elected as Class III (for 2028); Nancy Chang, Ph.D. and Michael Friedman elected as Class I (for 2029). Vote totals (example): Sorensen — For 98,328,390; Chang — For 110,531,164; Friedman — For 110,523,157.
• Auditor ratification: KPMG LLP ratified for fiscal year ending Dec. 31, 2026 (121,742,195 For; 1,961,191 Against).
• Say-on-Pay: Advisory approval of executive compensation (108,167,385 For; 3,690,210 Against; 1,022,848 Abstain). Board will hold Say-on-Pay votes annually (108,127,837 voted for “1 year”).
• Charter amendments approved: Increase authorized common shares to 400M (120,916,020 For), permit written consents (112,456,777 For), and authorize reverse stock split in a 1:75–1:200 range (121,087,262 For). Reverse split would only take effect if and when the Board implements it.

Why It Matters These shareholder approvals change the company’s corporate governance and capital structure mechanics: the increase in authorized shares and the written-consent provision modify how the company can issue stock and how stockholders can act outside meetings, and the approved reverse-split range gives the Board the option to consolidate shares at a 1:75 to 1:200 ratio. Investors should note the formal approval of these items and the continued support for management’s compensation and auditor choices, as reflected in the vote counts reported in the 8-K.