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Seres Therapeutics (NASDAQ: MCRB) investors back 900,000-share 2025 incentive plan increase

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

Seres Therapeutics, Inc. reported results of its 2026 Annual Meeting of Stockholders, where all proposals were approved after the meeting was reconvened due to an earlier lack of quorum. Stockholders approved an amendment and restatement of the 2025 Incentive Award Plan, increasing the shares of common stock available for issuance under the plan by 900,000 shares, enabling continued use of equity-based compensation.

A total of 4,985,176 shares, representing approximately 51.75% of shares outstanding as of the April 13, 2026 record date, were represented in person or by proxy. Three Class II directors were elected to serve until the 2029 Annual Meeting, the appointment of PricewaterhouseCoopers LLP as independent auditor for 2026 was ratified, executive compensation was approved on an advisory basis, and an adjournment proposal was approved but ultimately not needed.

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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.
Incentive plan share increase 900,000 shares Increase to 2025 Incentive Award Plan pool approved at 2026 Annual Meeting
Shares represented at meeting 4,985,176 shares Shares present or by proxy at July 8, 2026 Annual Meeting
Quorum percentage 51.75% Portion of outstanding common stock represented as of April 13, 2026 record date
Say-on-pay votes for 3,374,813 votes Advisory approval of named executive officer compensation
Auditor ratification votes for 4,542,915 votes Ratification of PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026
Plan amendment votes for 3,438,763 votes Approval of amendment and restatement of 2025 Incentive Award Plan
2025 Incentive Award Plan financial
"approved an amendment and restatement of the Seres Therapeutics, Inc. 2025 Incentive Award Plan"
broker non-votes financial
"Votes FOR | | Votes WITHHELD | | Broker Non-Votes Stephen A. Berenson"
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.
advisory (non-binding) basis financial
"Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers."
independent registered public accounting firm financial
"Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"
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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FAQ

What did Seres Therapeutics (MCRB) stockholders approve at the 2026 Annual Meeting?
Stockholders approved all proposals, including electing three Class II directors, ratifying PricewaterhouseCoopers LLP as 2026 auditor, approving executive compensation on an advisory basis, and increasing shares under the 2025 Incentive Award Plan by 900,000 shares.

How many additional shares were added to Seres Therapeutics’ 2025 Incentive Award Plan?
The 2025 Incentive Award Plan share pool was increased by 900,000 shares of common stock. This expansion supports future equity-based compensation grants to employees, directors, and other eligible participants under the plan’s existing terms and conditions.

Did Seres Therapeutics (MCRB) have a quorum at the reconvened 2026 Annual Meeting?
Yes. At the reconvened 2026 Annual Meeting, 4,985,176 shares were represented in person or by proxy, equal to approximately 51.75% of outstanding common stock as of the April 13, 2026 record date, satisfying quorum requirements.

Were Seres Therapeutics’ director nominees elected at the 2026 Annual Meeting?
Yes. Stockholders elected Class II directors Stephen A. Berenson, Claire M. Fraser, Ph.D., and Richard N. Kender. Each will serve until the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.

How did Seres Therapeutics’ stockholders vote on executive compensation in 2026?
On an advisory, non-binding basis, stockholders approved named executive officer compensation with 3,374,813 votes for, 620,353 votes against, 121,295 abstentions, and 868,715 broker non-votes, indicating support for the current compensation program.

Which auditor did Seres Therapeutics (MCRB) appoint for the year ending December 31, 2026?
Stockholders ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 4,542,915 votes for, 267,601 against, and 174,660 abstentions.
false 0001609809 0001609809 2026-07-08 2026-07-08
 
 

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): July 8, 2026

 

 

SERES THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-37465   27-4326290

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

101 Cambridgepark Drive

Cambridge, MA

   02140
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 945-9626

Not Applicable

(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, par value $0.001 per share   MCRB  

The Nasdaq Stock Market LLC

(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 5.02.

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

As reported below under Item 5.07 of this Current Report on Form 8-K (this “Current Report”), on July 8, 2026, Seres Therapeutics, Inc. (the “Company”) reconvened its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), which had been adjourned from June 9, 2026 due to a lack of quorum. At the Annual Meeting, the Company’s stockholders approved an amendment and restatement of the Seres Therapeutics, Inc. 2025 Incentive Award Plan (the “2025 Plan”) to increase the number of shares of the Company’s common stock available for issuance under the 2025 Plan by 900,000 shares. The amendment and restatement of the 2025 Plan was approved by the Company’s Board of Directors on April 22, 2026, subject to and effective upon stockholder approval of the amendment and restatement of the 2025 Plan at the Annual Meeting.

The terms and conditions of the 2025 Plan, as amended and restated, are described in the section entitled “Proposal 4 — Approval of the Amendment and Restatement of the Seres Therapeutics, Inc. 2025 Incentive Award Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2026 (the “Definitive Proxy Statement”). The foregoing description of the 2025 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2025 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On July 8, 2026, at the Annual Meeting, a total of 4,985,176 shares of the Company’s common stock were represented in person or by proxy at the meeting, representing approximately 51.75% of the Company’s outstanding Common Stock as of the April 13, 2026 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s Definitive Proxy Statement.

Item 1 - Election of three Class II directors to serve until the 2029 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.

 

NOMINEE    Votes FOR    Votes WITHHELD    Broker Non-Votes

Stephen A. Berenson

    3,690,033    426,428    868,715

Claire M. Fraser, Ph.D.

    3,825,690    290,771    868,715

Richard N. Kender

    3,824,452    292,009    868,715

Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

Votes FOR    Votes AGAINST    Votes ABSTAINED    Broker Non-Votes
4,542,915    267,601    174,660    0

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

 

Votes FOR    Votes AGAINST    Votes ABSTAINED    Broker Non-Votes
3,374,813    620,353    121,295    868,715

Item 4 - Approval of an amendment and restatement of the Seres Therapeutics, Inc. 2025 Plan to increase the number of shares available for issuance under the plan.

 

Votes FOR    Votes AGAINST    Votes ABSTAINED    Broker Non-Votes
3,438,763    597,484    80,214    868,715

Item 5 - Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the Annual Meeting to approve Proposal 4.

 

Votes FOR    Votes AGAINST    Votes ABSTAINED    Broker Non-Votes
3,299,526    741,254    75,681    868,715

 

Based on the foregoing votes, the director nominees listed in Item 1 were elected and Items 2 through 5 were approved. Although Item 5 was approved, an adjournment of the Annual Meeting was not necessary because the Company’s stockholders approved Proposal 4.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

No.

    Description
10.1    Seres Therapeutics, Inc. 2025 Incentive Award Plan (as amended and restated).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

 

    SERES THERAPEUTICS, INC.
Date: July 8, 2026     By:  

/s/ Thomas J. DesRosier

    Name:   Thomas J. DesRosier
    Title:   Executive Vice President and Chief Legal Officer

Source: View Original Filing on SEC EDGAR

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