Protagonist Therapeutics (PTGX) OKs 2026 equity plan and re-elects directors at annual meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Protagonist Therapeutics, Inc. held its 2026 annual stockholder meeting, with 64,305,185 common shares entitled to vote. Stockholders approved a new 2026 Equity Incentive Plan, which replaces the 2016 plan and allows future awards using remaining 2016 plan shares plus 650,000 new shares and certain returning shares.

Two Class I directors, Dinesh V. Patel and Lewis T. “Rusty” Williams, were re-elected to serve until the 2029 annual meeting. Stockholders also approved, on an advisory basis, executive compensation and ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

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

Shares entitled to vote: 64,305,185 shares New shares under 2026 Plan: 650,000 shares Say-on-pay support: 53,412,559 votes for +4 more

7 metrics

Shares entitled to vote 64,305,185 shares Common stock entitled to vote as of April 22, 2026 record date

New shares under 2026 Plan 650,000 shares Additional new shares authorized within 2026 Equity Incentive Plan structure

Say-on-pay support 53,412,559 votes for Advisory approval of named executive officer compensation

Equity plan approval votes 47,745,562 votes for Approval of 2026 Equity Incentive Plan (Proposal 4)

Auditor ratification votes 59,371,487 votes for Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Director Patel votes for 48,714,702 votes Election of Dinesh V. Patel, Ph.D., as Class I director

Director Williams votes for 45,371,193 votes Election of Lewis T. “Rusty” Williams, M.D., Ph.D., as Class I director

Key Terms

2026 Equity Incentive Plan, non-binding, advisory basis, independent registered public accounting firm, broker non-votes, +1 more

5 terms

2026 Equity Incentive Plan financial

"the Company’s stockholders approved the adoption of the Company’s 2026 Equity Incentive Plan"

non-binding, advisory basis regulatory

"To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

independent registered public accounting firm regulatory

"ratify the selection of Ernst & Young 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.

broker non-votes financial

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.

restricted stock units financial

"restricted stock and restricted stock units; and other stock-based awards"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

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Understanding 8-K Material Events →

06/18/2026 - 04:30 PM

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 17, 2026

PROTAGONIST THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37852		98-0505495
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Protagonist Therapeutics, Inc.

7707 Gateway Blvd., Suite 140

Newark, California 94560-1160

(Address of principal executive offices, including zip code)

(510) 474-0170

(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
Common Stock, par value $0.00001		PTGX		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. ¨

On June 17, 2026, Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”), held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 22, 2026, the record date for the Annual Meeting, there were 64,305,185 shares of common stock, par value $0.00001 per share (the “Common Stock”), entitled to vote at the meeting.

Item 5.02.

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

At the Annual Meeting, the Company’s stockholders approved the adoption of the Company’s 2026 Equity Incentive Plan (the “2026 Plan”). The 2026 Plan replaces the Company’s 2016 Equity Incentive Plan (the “2016 Plan”) and provides for the issuance of shares of up to (A) the sum of (i) the shares that remain available for grant under the 2016 Plan as of June 17, 2026 (the “Effective Date”) plus (ii) 650,000 new shares plus (B) shares subject to outstanding stock awards under the 2016 Plan as of the Effective Date that, after such date, expire or terminate for any reason prior to exercise or settlement, are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to the Company, or are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of an award. Awards granted under the 2026 Plan may consist of stock options, both incentive and “non-qualified” stock options; stock appreciation rights; restricted stock and restricted stock units; and other stock-based awards, any of which may be subject to the achievement of performance goals.

For additional information regarding the 2026 Plan, please refer to the heading “Summary of the 2026 Plan” contained in Proposal 4 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”), which description is incorporated herein by reference.

The foregoing description of the 2026 Plan and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2026 Plan, a copy of which is filed as Exhibit 10.1 with this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the stockholders voted on the four proposals listed below. The proposals are described in detail in the Proxy Statement. The results of the proposals voted upon at the Annual Meeting were:

Proposal 1 — To elect the two Class I director nominees to hold office until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Each of the two nominees was so elected, with the votes thereon as follows:

	Final Voting Results
Nominee	For	Withheld	Broker Non-Votes
Dinesh V. Patel, Ph.D.	48,714,702	7,875,311	2,819,234
Lewis T. “Rusty” Williams, M.D., Ph.D.	45,371,193	11,218,820	2,819,234

Proposal 2 — To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. This proposal was approved by the requisite vote, with the votes thereon as follows:

Final Voting Results
For	Against	Abstentions	Broker Non-Votes
53,412,559	3,164,702	12,752	2,819,234

Proposal 3 — To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026. This proposal was approved by the requisite vote, with the votes thereon as follows:

Final Voting Results
For	Against	Abstentions	Broker Non-Votes
59,371,487	28,221	9,539	—

Proposal 4 — To approve the adoption of the Company’s 2026 Equity Incentive Plan. This proposal was approved by the requisite vote, with the votes thereon as follows:

Final Voting Results
For	Against	Abstentions	Broker Non-Votes
47,745,562	8,826,703	17,748	2,819,234

No other matters were submitted for stockholder action.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description

10.1	Protagonist Therapeutics, Inc. 2026 Equity Incentive Plan.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

	Protagonist Therapeutics, Inc.

Dated: June 18, 2026

	By:	/s/ Asif Ali
		Asif Ali
		Executive Vice President, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Protagonist Therapeutics (PTGX) stockholders approve at the 2026 annual meeting?

Stockholders approved the 2026 Equity Incentive Plan, re-elected two Class I directors, backed executive pay on an advisory basis, and ratified Ernst & Young LLP as auditor for the fiscal year ending December 31, 2026.

How many Protagonist Therapeutics (PTGX) shares were entitled to vote at the 2026 meeting?

A total of 64,305,185 shares of Protagonist Therapeutics common stock were entitled to vote as of the April 22, 2026 record date, setting the maximum potential voting power for the 2026 Annual Meeting of Stockholders.

What is included in Protagonist Therapeutics’ 2026 Equity Incentive Plan?

The 2026 Equity Incentive Plan replaces the 2016 plan and permits grants using remaining 2016 plan shares, 650,000 new shares, and certain returning shares from expired, forfeited, or withheld 2016 plan awards, across options, stock appreciation rights, restricted stock, RSUs, and other stock-based awards.

Which directors were elected at Protagonist Therapeutics’ 2026 annual meeting?

Stockholders elected Dinesh V. Patel, Ph.D., and Lewis T. “Rusty” Williams, M.D., Ph.D., as Class I directors to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

How did Protagonist Therapeutics (PTGX) stockholders vote on executive compensation in 2026?

Stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 53,412,559 votes for, 3,164,702 against, 12,752 abstentions, and 2,819,234 broker non-votes recorded at the 2026 annual meeting.

Which auditing firm did Protagonist Therapeutics (PTGX) ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as Protagonist Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 59,371,487 votes for, 28,221 against, and 9,539 abstentions, and no broker non-votes reported.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 140.9 KB