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Aligos Therapeutics (ALGS) shareholders approve ESPP changes and annual say-on-pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Aligos Therapeutics, Inc. reported the results of its Annual Meeting of Stockholders and an amendment to its 2020 Employee Stock Purchase Plan (ESPP). Stockholders approved adding 500,000 shares for issuance under the Amended ESPP and removing its automatic “evergreen” annual share increase feature, fixing the total share reserve.

Two Class III directors, Bridget Martell and Carole Nuechterlein, were elected to serve until the 2029 annual meeting. Stockholders ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026. They also approved, on an advisory basis, the compensation of named executive officers and chose to hold future advisory “say-on-pay” votes every year. The record date for the meeting covered 5,388,223 shares of voting common stock outstanding.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ESPP additional reserve 500,000 shares Additional shares reserved for issuance under the Amended ESPP
Shares entitled to vote 5,388,223 shares Voting common stock outstanding as of April 27, 2026 record date
Votes for Martell 2,092,164 votes Votes for election of director Bridget Martell, M.A., M.D.
Votes for Nuechterlein 2,086,481 votes Votes for election of director Carole Nuechterlein, J.D.
Auditor ratification votes for 3,786,255 votes Votes for ratifying Ernst & Young LLP as auditor for 2026
Say-on-pay votes for 2,074,434 votes Advisory approval of named executive officer compensation
Annual say-on-pay frequency votes 2,077,884 votes Votes favoring one-year frequency for future advisory pay votes
2020 Employee Stock Purchase Plan financial
"an amendment (the “ESPP Amendment”) to the Company’s 2020 Employee Stock Purchase Plan (the “ESPP”)"
evergreen provision financial
"eliminate the “evergreen” provision in the ESPP, which currently provides for automatic annual increases"
An evergreen provision is a clause in a financing or contract that automatically renews or replenishes the arrangement unless one party actively cancels it, like a subscription that keeps renewing each term. For investors it matters because it creates predictable, ongoing access to funding or ongoing contractual obligations — helping liquidity and planning — but can also hide long-term commitments or dilution risks if not reviewed.
broker non-votes financial
"As a routine proposal under applicable rules, no broker non-votes were recorded"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding, advisory basis financial
"The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
independent registered public accounting firm financial
"as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
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Understanding 8-K Material Events →
false 0001799448 0001799448 2026-06-25 2026-06-25
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2026

 

 

Aligos Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39617   82-4724808

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

 

One Corporate Dr., 2nd Floor

South San Francisco, CA

   94080
(Address of principal executive offices)   (Zip Code)

(800) 466-6059

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol

  

Name of each exchange
on which registered

Common Stock, $0.0001 par value per share   ALGS   The Nasdaq Stock Market LLC
    (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 5.02

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

On June 25, 2026, Aligos Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As further described in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting, the Company’s stockholders approved an amendment (the “ESPP Amendment”) to the Company’s 2020 Employee Stock Purchase Plan (the “ESPP”), which was approved by the Board of Directors (the “Board”) on April 22, 2026 and became effective upon stockholder approval at the Annual Meeting.

The ESPP Amendment amends the ESPP (as amended, the “Amended ESPP”) to (i) reserve an additional 500,000 shares for issuance under the Amended ESPP and make them available for purchase under the Amended ESPP’s offering periods, including the offering period that commenced under the ESPP on November 15, 2025, and (ii) eliminate the “evergreen” provision in the ESPP, which currently provides for automatic annual increases to the share reserve through 2030, such that the share reserve under the Amended ESPP will be a fixed number of shares not subject to any further automatic increases.

The terms and conditions of the Amended ESPP are described in the section entitled “Proposal 3 – Approval of Amendment to our 2020 Employee Stock Purchase Plan” included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2026 (the “Proxy Statement”). This description is incorporated by reference into Item 5.02 of this Current Report on Form 8-K.

The above and the incorporated descriptions of the Amended ESPP are qualified in their entirety by reference to the ESPP Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Proxy Statement. Only stockholders of record as of the close of business on April 27, 2026, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 5,388,223 shares of the Company’s voting common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1. The election of two Class III directors to hold office until the 2029 annual meeting of stockholders or until their respective successors are duly elected and qualified. The results of the vote were as follows:

 

Nominee

    Votes For      Votes Withheld      Broker Non-Votes

Bridget Martell, M.A., M.D.

      2,092,164        88,707      1,613,003

Carole Nuechterlein, J.D.

      2,086,481        94,390      1,613,003

Proposal 2. The ratification of the selection by the audit committee of the Board of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026. The results of the vote were as follows:

 

Votes For

  

Votes Against

  

Abstentions

3,786,255   7,484   135

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

Proposal 3. The approval of an amendment to the ESPP to (i) reserve an additional 500,000 shares for issuance under the Amended ESPP and make them available for purchase under the Amended ESPP’s offering periods, and (ii) eliminate the “evergreen” provision in the ESPP. The results of the vote were as follows:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker

Non-Votes

2,161,966   17,797   1,108   1,613,003

 

Proposal 4. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers. The results of the vote were as follows:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker

Non-Votes

2,074,434   98,358   8,079   1,613,003

Proposal 5. The approval, on a non-binding, advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers. The results of the vote were as follows:

 

One Year

  

Two Years

  

Three Years

  

Abstentions

  

Broker

Non-Votes

2,077,884   2,947   97,350   2,690   1,613,003

Based on these voting results, and the recommendation of the Company’s Board that was included in the Proxy Statement, the Company has determined that it will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next stockholder advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.		   

Description

10.1    Amendment to the Aligos Therapeutics, Inc. 2020 Employee Stock Purchase Plan.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ALIGOS THERAPEUTICS, INC.
Date: June 26, 2026     By:  

/s/ Lesley Ann Calhoun

      Lesley Ann Calhoun
      Executive Vice President, Chief Operating Officer and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Aligos Therapeutics (ALGS) stockholders approve at the 2026 annual meeting?

Aligos Therapeutics stockholders approved an amendment to the 2020 Employee Stock Purchase Plan, electing directors, ratifying Ernst & Young LLP as auditor, supporting executive compensation on an advisory basis, and choosing annual advisory votes on pay. These actions confirm the company’s governance and compensation framework for the coming years.

How did Aligos Therapeutics (ALGS) change its 2020 Employee Stock Purchase Plan?

Stockholders approved reserving an additional 500,000 shares for issuance under the Amended ESPP and eliminated the plan’s “evergreen” provision that had allowed automatic annual share reserve increases through 2030. The share reserve is now a fixed number rather than automatically increasing over time.

How many Aligos Therapeutics (ALGS) shares were entitled to vote at the 2026 meeting?

As of the record date of April 27, 2026, 5,388,223 shares of Aligos Therapeutics voting common stock were outstanding and entitled to vote. Only stockholders holding these shares on the record date could participate in the 2026 Annual Meeting decisions.

Which directors were elected at the Aligos Therapeutics (ALGS) 2026 annual meeting?

Stockholders elected Bridget Martell, M.A., M.D., and Carole Nuechterlein, J.D., as Class III directors to serve until the 2029 annual meeting or until their successors are duly elected and qualified. Both nominees received more votes for than withheld, with additional broker non-votes reported.

What auditor did Aligos Therapeutics (ALGS) stockholders ratify for 2026?

Stockholders ratified Ernst & Young LLP as Aligos Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 3,786,255 votes for, 7,484 votes against, and 135 abstentions, with no broker non-votes as it was a routine matter.

How often will Aligos Therapeutics (ALGS) hold future say-on-pay votes?

Stockholders approved, on an advisory basis, holding future advisory votes on named executive officer compensation every year. The one-year frequency option received 2,077,884 votes, compared with smaller support for two- and three-year options, and the company adopted the annual schedule accordingly.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents