Atea Pharma 2025 AGM: directors re-elected, say-on-pay approved

Rhea-AI Filing Summary

Atea Pharmaceuticals, Inc. (Nasdaq: AVIR) filed an 8-K summarising the results of its 20 June 2025 Annual Meeting of Stockholders.

• Quorum: 74,981,407 shares (≈87.6 % of outstanding) were represented in person or by proxy.
• Director elections (Class II, terms expiring 2028):
  • Bruno Lucidi - 46,640,587 FOR / 12,559,084 WITHHOLD / 15,781,736 broker non-votes.
  • Polly Murphy, DVM, PhD - 41,184,263 FOR / 18,015,408 WITHHOLD / 15,781,736 broker non-votes.
  • Bruce Polsky, MD - 46,597,653 FOR / 12,602,018 WITHHOLD / 15,781,736 broker non-votes.
• Auditor ratification: KPMG LLP re-appointed for FY 2025 with 73,766,274 FOR, 1,192,659 AGAINST, 22,474 ABSTAIN; no broker non-votes.
• Say-on-pay (advisory): 46,450,302 FOR, 12,107,029 AGAINST, 642,340 ABSTAIN, 15,781,736 broker non-votes.

All three proposals passed. No other material business was disclosed in the filing.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM; directors, auditor and pay package all approved—no material governance surprises.

Shareholder support for management remained solid across all agenda items. Director election support ranged from roughly 70-80 % of votes cast, adequate though not overwhelming. KPMG’s 98 % approval signals confidence in financial reporting, while the 79 % say-on-pay backing suggests compensation practices are broadly acceptable but worth monitoring if opposition inches higher. Turnout of 87.6 % reflects engaged ownership. Overall, the meeting delivered continuity and no red flags; impact on valuation or risk profile is minimal.

Portfolio Manager

TL;DR: Governance status quo preserved; nothing here alters AVIR’s investment thesis.

The 8-K only covers annual-meeting mechanics. No strategic, financial or operational disclosures accompany the vote tallies, meaning limited information for cash-flow modelling or catalyst generation. Director and auditor approvals are table stakes for continued listing; the pass margin, while comfortable, does not convey a step-change in sentiment. I classify the event as neutral for both risk and upside potential.

8-K Event Classification

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

1 item

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.

Understanding 8-K Material Events →

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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 20, 2025

Atea Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39661		46-0574869
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

225 Franklin Street

Suite 2100

Boston, MA 02110

(Address of principal executive offices) (Zip Code)

(857) 284-8891

(Registrant’s telephone number, include 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(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		AVIR		The Nasdaq Global Select 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 5.07. Submission of Matters to a Vote of Security Holders.

On June 20, 2025, Atea Pharmaceuticals, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Holders of a total of 74,981,407 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting, representing approximately 87.6 percent of the Company’s common stock outstanding as of the May 8, 2025 record date.

Below are the final voting results certified by Broadridge Financial Solutions, Inc., the inspector of election, for the proposals considered and voted upon at the Annual Meeting. Each of these proposals were described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025.

Proposal 1 — Election of three Class II Directors to serve until the 2028 annual meeting of stockholders, and until their respective successors have been duly elected and qualified.

		FOR				WITHHOLD				BROKER NON-VOTE
Bruno Lucidi			46,640,587				12,559,084				15,781,736
Polly Murphy, DVM, PhD			41,184,263				18,015,408				15,781,736
Bruce Polsky, MD, MACP, FIDSA			46,597,653				12,602,018				15,781,736

Proposal 2 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
73,766,274		1,192,659		22,474		0

Proposal 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
46,450,302		12,107,029		642,340		15,781,736

Based upon the foregoing votes, Bruno Lucidi, Dr. Polly Murphy and Dr. Bruce Polsky were elected as Class II directors and Proposals 2 and 3 were approved.

SIGNATURES

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

				ATEA PHARMACEUTICALS, INC.
Date: June 20, 2025				By:		/s/ Andrea Corcoran
						Andrea Corcoran
						Chief Financial Officer and Executive Vice President, Legal and Secretary

FAQ

How many AVIR shares were represented at the 2025 Annual Meeting?

A total of 74,981,407 shares, equal to approximately 87.6 % of the outstanding common stock, were present or represented by proxy.

Were Atea Pharmaceuticals' Class II directors re-elected?

Yes. Bruno Lucidi, Dr. Polly Murphy and Dr. Bruce Polsky were each elected to serve until the 2028 annual meeting.

Did shareholders ratify KPMG LLP as AVIR's independent auditor for 2025?

Yes. The proposal received 73,766,274 FOR versus 1,192,659 AGAINST and 22,474 ABSTAIN.

What was the outcome of AVIR's 2025 say-on-pay vote?

The advisory vote on executive compensation passed with 46,450,302 FOR, 12,107,029 AGAINST and 642,340 ABSTAIN.

Were there any other material proposals or disclosures in the 8-K?

No. The filing only covered director elections, auditor ratification and the say-on-pay advisory vote.