NewAmsterdam Pharma (NASDAQ: NAMS) shareholders back 2026 ESPP and extend share issuance powers

Rhea-AI Filing Summary

NewAmsterdam Pharma Company N.V. reported results of its 2026 annual general meeting, where shareholders approved a new 2026 Employee Stock Purchase Plan (ESPP) and several governance items. The ESPP allows eligible employees to buy ordinary shares using payroll deductions at a 15% discount to the lower market price at the start or end of each six‑month purchase period.

The aggregate number of ordinary shares that may be issued under the ESPP is capped at 1,150,000, and the plan will terminate on June 2, 2036 unless ended earlier by the board. Shareholders also approved the 2025 statutory accounts, discharged directors from liability for 2025, reappointed Deloitte Accountants B.V. as auditor, reappointed two non‑executive directors, extended authorizations for share issuance and pre‑emption rights limitations through June 2, 2031, and passed a non‑binding say‑on‑pay vote for 2025 compensation.

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, and exhibit attachments filed with this report.

Key Figures

ESPP share pool: 1,150,000 ordinary shares ESPP purchase discount: 15% discount Shares eligible to vote: 116,903,979 ordinary shares +5 more

8 metrics

ESPP share pool 1,150,000 ordinary shares Maximum number issuable under 2026 Employee Stock Purchase Plan

ESPP purchase discount 15% discount Discount to lower of beginning or end market price each purchase period

Shares eligible to vote 116,903,979 ordinary shares Voting-eligible as of record date May 7, 2025

Shares present at meeting 91,538,612 ordinary shares Quorum at 2026 annual general meeting, approximately 78.3%

Statutory accounts approval votes 91,484,326 for; 3,855 against Proposal 1 adoption of 2025 Dutch statutory annual accounts

ESPP approval votes 86,221,442 for; 139,927 against Proposal 8 approval of 2026 Employee Stock Purchase Plan

Say-on-pay approval votes 81,100,259 for; 4,946,963 against Proposal 9 2025 executive compensation advisory vote

ESPP termination date June 2, 2036 Automatic plan termination, ten years after shareholder approval

Key Terms

Employee Stock Purchase Plan, Broker Non-Votes, Say-on-Pay, pre-emption rights, +1 more

5 terms

Employee Stock Purchase Plan financial

"shareholders approved the NewAmsterdam Pharma Company N.V. 2026 Employee Stock Purchase Plan (the “ESPP”)"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Broker Non-Votes financial

"The votes cast were as follows For | | Against | | Abstain | | Broker Non-Votes"

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.

Say-on-Pay financial

"approved the 2025 compensation of the Company’s named executive officers by a non-binding, advisory (“Say-on-Pay”) vote"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

pre-emption rights financial

"approved the extension of authorization for the Board of Directors to limit or exclude pre-emption rights"

A shareholder’s right to be offered new shares before they are sold to outsiders, allowing existing owners to buy enough to keep their ownership percentage. Think of it like being offered the first slice of a pie so your share doesn’t shrink; it matters to investors because it protects voting power and economic value from being diluted when a company issues more stock, and it can affect how easy or costly fundraising is.

Dutch statutory annual accounts financial

"approved the adoption of the Dutch statutory annual accounts for fiscal year ended December 31, 2025"

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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 2, 2026

NewAmsterdam Pharma Company N.V.

(Exact name of Registrant as Specified in Its Charter)

The Netherlands			001-41562	N/A
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
Goomieer 2-35
Naarden
The Netherlands				1411 DC
(Address of Principal Executive Offices)				(Zip Code)
			+31 (0) 35 206 2971
(Registrant’s Telephone Number, Including Area Code)

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
Ordinary shares, nominal value €0.12 per share		NAMS		The Nasdaq Stock Market LLC
Warrants to purchase ordinary shares		NAMSW		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).
☐	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 2, 2026, NewAmsterdam Pharma Company N.V. (the “Company”) held its 2026 annual general meeting of shareholders (the “Annual General Meeting”) in Amsterdam, the Netherlands. At the Annual General Meeting, the Company’s shareholders approved the NewAmsterdam Pharma Company N.V. 2026 Employee Stock Purchase Plan (the “ESPP”), which was previously approved by the Company’s Board of Directors on April 16, 2026 and became effective upon shareholder approval at the Annual General Meeting.

The purpose of the ESPP is to encourage and enable eligible employees to acquire property interests in the Company through ownership of the Company’s ordinary shares, nominal value €0.12 per share (the “Ordinary Shares”). The ESPP permits eligible employees to use payroll deductions to purchase the Company’s Ordinary Shares at a specified discount to the market price. The payroll deductions accumulate over the course of a Purchase Period (as defined in the ESPP), which will generally be six months in duration. On the first day of each Purchase Period, each participant in the ESPP will automatically be granted an option to purchase as many whole Ordinary Shares as the participant will be able to purchase with the payroll deductions credited to their account during the Purchase Period. At the end of the Purchase Period, the total payroll deductions of all participants are used to purchase Ordinary Shares directly from the Company at a 15% discount to the lower of the market price of the Ordinary Shares at the beginning or the end of the Purchase Period. The aggregate number of Ordinary Shares that may be issued under the ESPP may not exceed 1,150,000 Ordinary Shares. The number of Ordinary Shares issuable under the ESPP and the terms of purchase rights to acquire such Ordinary Shares are subject to adjustment in connection with certain corporate and recapitalization events as described in the ESPP. The Board of Directors or the Compensation Committee of the Board of Directors may terminate the ESPP at any time, and the ESPP shall automatically terminate on the ten-year anniversary of the date the ESPP was approved by the Company’s shareholders, or June 2, 2036.

A more detailed description of the ESPP was set forth in the Company’s definitive Proxy Statement for the Annual General Meeting, filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2026, under the heading “Proposal 8: Approval of the NewAmsterdam Pharma Company N.V. 2026 Employee Stock Purchase Plan.” The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the ESPP, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

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

On June 2, 2026, the Company held the Annual General Meeting. A total of 116,903,979 of the Company’s ordinary shares were eligible to vote as of the record date of May 7, 2025. A quorum of 91,538,612 ordinary shares, or approximately 78.3%, voted in person or by proxy at the Annual General Meeting.

The final results of each of the agenda items submitted to a vote of the shareholders are as follows:

Proposal 1. The Company’s shareholders approved the adoption of the Dutch statutory annual accounts for fiscal year ended December 31, 2025. The votes cast were as follows:

For		Against		Abstain		Broker Non-Votes
91,484,326		3,855		50,431		—

Proposal 2. The Company’s shareholders approved the discharge from liability for the Company’s directors with respect to the performance of their duties during the fiscal year ended December 31, 2025. The votes cast were as follows:

For		Against		Abstain		Broker Non-Votes
85,229,605		1,105,840		51,557		5,151,610

Proposal 3. The Company’s shareholders approved the instruction to Deloitte Accounts B.V. as the external auditor of the Company’s Dutch statutory annual accounts and Dutch statutory board report (including, to the extent applicable, sustainability reporting) for the fiscal year ending December 31, 2026. The votes cast were as follows:

For		Against		Abstain		Broker Non-Votes
91,502,529		4,636		31,447		—

Proposal 4. The Company’s shareholders ratified the selection by the Company’s Audit Committee of Deloitte Accountants B.V. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026. The votes cast were as follows:

For		Against		Abstain		Broker Non-Votes
91,502,639		4,618		31,355		—

Proposal 5. The Company’s shareholders approved the re-appointment of each of the two nominees listed below as a non-executive director of the Company, each to serve until the annual general meeting of shareholders in 2030, or until their earlier death, resignation or removal. The votes cast were as follows:

Name		For			Against			Abstain			Broker Non-Votes
John W. Smither			85,375,639			956,620			54,743			5,151,610
Janneke van der Kamp			75,256,863			9,899,189			1,230,950			5,151,610

Proposal 6. The Company’s shareholders approved the extension of authorization for the Board of Directors to issue Ordinary Shares (or rights to subscribe for Ordinary Shares) in the Company’s capital, for a five-year period ending June 2, 2031. The votes cast were as follows:

For		Against		Abstain		Broker Non-Votes
59,539,558		26,801,646		45,798		5,151,610

Proposal 7. The Company’s shareholders approved the extension of authorization for the Board of Directors to limit or exclude pre-emption rights, for a five-year period ending June 2, 2031. The votes cast were as follows:

For		Against		Abstain		Broker Non-Votes
57,890,766		28,450,917		45,319		5,151,610

Proposal 8. The Company’s shareholders approved the ESPP. The votes cast were as follows:

For		Against		Abstain		Broker Non-Votes
86,221,442		139,927		25,633		5,151,610

Proposal 9. The Company’s shareholders approved the 2025 compensation of the Company’s named executive officers by a non-binding, advisory (“Say-on-Pay”) vote. The votes cast were as follows:

For		Against		Abstain		Broker Non-Votes
81,100,259		4,946,963		339,780		5,151,610

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		NewAmsterdam Pharma Company N.V. 2026 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NewAmsterdam Pharma Company N.V.
Date:	June 3, 2026	By:	/s/ Mike Marino
		Name:	Mike Marino
		Title:	Chief Legal Officer

FAQ

What did NewAmsterdam Pharma (NAMS) approve at its 2026 annual meeting?

Shareholders approved the 2026 Employee Stock Purchase Plan, statutory 2025 accounts, director discharge, auditor appointments, director reappointments, extended share issuance and pre-emption authorizations to June 2, 2031, and a non-binding say-on-pay vote on 2025 executive compensation.

How does NewAmsterdam Pharma’s 2026 Employee Stock Purchase Plan work?

The ESPP lets eligible employees buy ordinary shares via payroll deductions over six-month purchase periods. At each period’s end, accumulated deductions purchase shares from the company at a 15% discount to the lower market price at the beginning or end of that period.

How many shares can be issued under NAMS’s new ESPP?

The ESPP authorizes issuance of up to 1,150,000 ordinary shares. This pool supports ongoing employee participation. The number of issuable shares and purchase terms can be adjusted for certain corporate or recapitalization events described in the plan document.

When does NewAmsterdam Pharma’s ESPP expire?

The ESPP automatically terminates on June 2, 2036, which is ten years after shareholder approval, unless the Board of Directors or its Compensation Committee terminates it earlier. After termination, no new purchase rights may be granted under the plan.

What were the voting results on NAMS’s say-on-pay proposal?

Shareholders approved 2025 executive compensation in a non-binding say-on-pay vote, with 81,100,259 votes for, 4,946,963 against and 339,780 abstentions, plus 5,151,610 broker non-votes. This indicates broad support for the company’s 2025 compensation practices.

Did NewAmsterdam Pharma shareholders extend the board’s share issuance authority?

Yes. Shareholders extended authorization for the Board to issue ordinary shares or rights to subscribe for shares until June 2, 2031, with 59,539,558 votes for and 26,801,646 against. A related proposal to limit or exclude pre-emption rights through the same date was also approved.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 152.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 53.7 KB