Seres holders OK 900,000-share boost to 2025 plan
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.
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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8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
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, or exhibit attachments filed with this report.
Key Figures
Incentive plan share increase: 900,000 shares
Shares represented at meeting: 4,985,176 shares
Quorum percentage: 51.75%
+3 more
6 metrics
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
Key Terms
2025 Incentive Award Plan, broker non-votes, advisory (non-binding) basis, independent registered public accounting firm
4 terms
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.
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.
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.
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