[8-K] Protagonist Therapeutics, Inc Reports Material Event

Rhea-AI Filing Summary

Protagonist Therapeutics (NASDAQ:PTGX) filed an 8-K reporting the final voting results of its 2025 Annual Meeting held on June 20, 2025.

• Directors elected: Harold E. Selick, Ph.D. (44.8 M for / 9.2 M withheld) and Bryan Giraudo (42.5 M for / 11.5 M withheld) to serve until 2028.
• Say-on-Pay: Executive compensation approved with 50.8 M votes for (92.6% of votes cast).
• Auditor ratification: Ernst & Young LLP confirmed with 55.5 M votes for (99.1%).

No other matters were brought before shareholders, and the meeting produced routine outcomes with no material corporate changes.

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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 20, 2025

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 20, 2025, Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”), held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 23, 2025, the record date for the Annual Meeting, there were 61,957,230 shares of common stock, par value $0.00001 per share (the “Common Stock”), entitled to vote at the meeting.

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

At the Annual Meeting, the stockholders voted on the three proposals listed below. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 29, 2025. The results of the proposals voted upon at the Annual Meeting were:

Proposal 1 — To elect the two Class III director nominees to hold office until the 2028 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
Harold E. Selick, Ph.D.			44,822,907				9,210,036				1,918,517
Bryan Giraudo			42,499,790				11,533,153				1,918,517

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
	50,844,517				2,850,473				337,953				1,918,517

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, 2025. This proposal was approved by the requisite vote, with the votes thereon as follows:

	Final Voting Results
	For				Against				Abstentions				Broker Non-Votes
	55,480,739				74,233				396,488				--

No other matters were submitted for stockholder action.

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 26, 2025
	By:	/s/ Asif Ali
		Asif Ali
		Executive Vice President, Chief Financial Officer

FAQ

How did PTGX shareholders vote on the 2025 director elections?

Harold E. Selick received 44,822,907 votes for and 9,210,036 withheld; Bryan Giraudo received 42,499,790 votes for and 11,533,153 withheld.

Was PTGX's 2025 executive compensation plan approved?

Yes. The non-binding say-on-pay proposal passed with 50,844,517 votes for, 2,850,473 against, and 337,953 abstentions.

Which auditor did PTGX shareholders ratify for fiscal 2025 and by what margin?

Ernst & Young LLP was ratified with 55,480,739 votes for, 74,233 against, and 396,488 abstentions.

Were any additional proposals presented at PTGX's 2025 Annual Meeting?

No. Only the three standard proposals (director elections, say-on-pay, auditor ratification) were submitted and all passed.