Shareholders at Iterum (NASDAQ: ITRM) block capital and pay plans

Rhea-AI Filing Summary

Iterum Therapeutics plc reported the results of its 2025 annual general meeting. Shareholders elected David Kelly as a Class I director, with 10,795,342 votes for, 2,848,953 against and 665,812 abstentions, and ratified KPMG as independent registered public accounting firm for the fiscal year ended December 31, 2025, with 17,986,081 votes for and 3,759,990 against.

However, shareholders did not approve several key proposals. The advisory vote on executive compensation failed, with 5,406,944 votes for and 8,449,597 against. Proposals to increase authorized share capital, grant updated authority to allot and issue securities, opt out of pre-emption rights under Irish law, and add 4,000,000 shares to the equity incentive plan were all rejected by wide margins, limiting the board’s flexibility to issue new shares or expand equity-based compensation.

Positive

• None.

Negative

• Shareholders rejected increases in authorized share capital and updated allotment and pre-emption authorities, constraining the company’s flexibility to raise equity capital through new share issuances.
• The advisory vote on executive compensation failed, and investors also voted down a 4,000,000-share increase to the equity incentive plan, signaling opposition to current pay and dilution proposals.

Insights

Equity & governance analyst

Shareholders blocked management’s capital-raising and pay flexibility.

Iterum Therapeutics secured routine approvals at its 2025 meeting, including the election of David Kelly to the board and ratification of KPMG as auditor. These outcomes maintain board composition and external audit oversight as they stood before the meeting.

More notably, investors rejected the advisory vote on named executive officer compensation and turned down multiple proposals that would have expanded the company’s ability to issue equity. The failures of the authorized share capital increase, updated allotment authority, and pre-emption rights opt-out, along with the 4,000,000-share equity incentive plan increase, collectively restrict the board’s flexibility to raise equity or grant additional share-based awards using these mechanisms.

This pattern of voting points to shareholder reluctance to support additional dilution or current compensation structures. Future corporate actions that require new share issuance authority may need revised terms or further engagement to gain investor support, as the existing proposals did not attract sufficient votes for approval.

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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): September 10, 2025

Iterum Therapeutics plc

(Exact name of Registrant as Specified in Its Charter)

Ireland			001-38503	Not applicable
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
25 North Wall Quay
Dublin 1, Ireland				Not applicable
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: +353 1 6694820

(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
Ordinary Shares, par value $0.01 per share		ITRM		The Nasdaq Stock Market LLC

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 September 10, 2025, Iterum Therapeutics plc (the "Company") held its 2025 annual general meeting (the “AGM”), at which the Company’s shareholders voted on the following proposals, each of which is described in the Company’s definitive proxy statement (the "Proxy Statement"), filed with the Securities and Exchange Commission on July 28, 2025.

Proposal No. 1: Election of Directors. The shareholders elected David Kelly to the Company’s board of directors as a Class I director to serve for a three-year term expiring at the Company's 2028 annual general meeting of shareholders. The results of the shareholders’ vote for the election of Mr. Kelly were as follows:

Nominee	For	Against	Abstain	Broker Non-Votes
David Kelly	10,795,342	2,848,953	665,812	8,188,446

Proposal No. 2: Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm for 2025 and Authorization of the Board of Directors to Approve the Remuneration of the Independent Registered Public Accounting Firm. The shareholders ratified, in a non-binding vote, the appointment of KPMG as the Company’s independent registered public accounting firm for its fiscal year ended December 31, 2025 and authorized the Company’s board of directors, acting through its audit committee, to set the independent registered public accounting firm’s remuneration. The results of the shareholders’ vote were as follows:

For	Against	Abstain	Broker Non-Votes
17,986,081	3,759,990	752,482	*

Proposal No. 3: Advisory vote on the compensation of the Company’s Named Executive Officers. The shareholders did not approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The results of the shareholders’ vote were as follows:

For	Against	Abstain	Broker Non-Votes
5,406,944	8,449,597	453,566	8,188,446

Proposal No. 4: Authorized Share Capital Increase Proposal. The shareholders did not approve an increase in the authorized share capital of the Company from $1,800,000 to $2,600,000 by the creation of an additional 80,000,000 ordinary shares. The results of the shareholders’ vote were as follows:

For	Against	Abstain	Broker Non-Votes
6,512,249	15,836,469	149,835	*

Proposal No. 5: Directors’ Allotment Authority Proposal. The shareholders did not approve the grant to the board of directors of an updated authority under Irish law to allot and issue shares, warrants, convertible instruments and options. The results of the shareholders’ vote were as follows:

For	Against	Abstain	Broker Non-Votes
6,564,664	15,390,584	543,305	*

Proposal No. 6: Pre-emption Rights Opt-out Proposal. The shareholders did not approve the grant to the board of directors of an updated authority under Irish law to issue shares (including rights to acquire shares) for cash without first offering those shares to existing shareholders under pre-emptive rights that would otherwise apply to the issuance. This proposal required the affirmative vote of the holders of ordinary shares representing at least 75% of the votes cast on the matter to be approved. The results of the shareholders’ vote were as follows:

For	Against	Abstain	Broker Non-Votes
6,052,112	15,968,622	477,819	*

Proposal No. 7: Equity Incentive Plan Proposal. The shareholders did not approve an amendment to the Company’s Amended and Restated 2018 Equity Incentive Plan to increase the number of ordinary shares available for issuance thereunder by 4,000,000 ordinary shares. The results of the shareholders’ vote were as follows:

For	Against	Abstain	Broker Non-Votes
2,462,277	11,258,350	589,480	8,188,446

* No broker non-votes arose in connection with Proposals 2, 4, 5 or 6, due to the fact each matter was considered "routine" under New York Stock Exchange rules.

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.

			Iterum Therapeutics plc
Date:	September 10, 2025	By:	/s/ Corey N. Fishman
			Corey N. Fishman Chief Executive Officer

FAQ

What did Iterum Therapeutics (ITRM) shareholders approve at the 2025 AGM?

Shareholders of Iterum Therapeutics plc elected David Kelly as a Class I director and ratified the appointment of KPMG as the independent registered public accounting firm for the fiscal year ended December 31, 2025.

Did Iterum Therapeutics shareholders approve the executive compensation proposal?

No. The advisory vote on compensation for the named executive officers was not approved, with 5,406,944 votes for and 8,449,597 votes against, plus 453,566 abstentions and 8,188,446 broker non-votes.

What happened to Iterum Therapeutics’ authorized share capital increase proposal?

Shareholders did not approve increasing authorized share capital from $1,800,000 to $2,600,000 by creating an additional 80,000,000 ordinary shares. The vote was 6,512,249 for, 15,836,469 against and 149,835 abstentions.

Did Iterum Therapeutics gain new authority to allot and issue shares and related instruments?

No. Shareholders did not approve granting the board updated authority under Irish law to allot and issue shares, warrants, convertible instruments and options, which received 6,564,664 votes for and 15,390,584 against.

Were pre-emption rights and cash issuances without an offer to existing shareholders approved?

No. The proposal to allow the board to issue shares for cash without first offering them to existing shareholders was not approved. It received 6,052,112 votes for and 15,968,622 against, with 477,819 abstentions.

Did Iterum Therapeutics increase shares under its 2018 Equity Incentive Plan?

No. Shareholders did not approve adding 4,000,000 ordinary shares to the Amended and Restated 2018 Equity Incentive Plan, with 2,462,277 votes for, 11,258,350 against and 589,480 abstentions.