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  4. [8-K] Savara Inc Reports Material Event

Savara (SVRA) expands share capacity and appoints Robert Lutz as CFO/COO

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Savara Inc. reported that stockholders approved key corporate changes and an executive transition. They amended the 2024 Omnibus Incentive Plan to add authorization for 18,900,000 additional shares of common stock for equity awards. Stockholders also approved a charter amendment doubling authorized common shares from 300,000,000 to 600,000,000, which became effective upon filing in Delaware.

The Board appointed Robert Lutz as Chief Financial and Operating Officer effective July 15, 2026, following the health-related resignation of current Chief Financial and Administrative Officer David Lowrance. Lutz will receive a $510,000 base salary, a stock option for 70,000 shares vesting quarterly over four years, and 35,000 restricted stock units vesting after two years. Lowrance will receive severance under his employment agreement, partial vesting acceleration, and is expected to serve as a consultant at $200 per hour. Stockholders also re-elected all director nominees and approved other proposals at the annual meeting.

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Insights

Savara expanded equity capacity, doubled authorized shares, and reshuffled its finance leadership.

The company’s stockholders approved adding 18,900,000 shares to the 2024 Omnibus Incentive Plan and increasing authorized common stock from 300,000,000 to 600,000,000. This provides substantial headroom for future equity compensation and potential capital-raising, though actual issuance will depend on future Board decisions.

Finance leadership is consolidating as Robert Lutz becomes Chief Financial and Operating Officer on July 15, 2026, with a base salary of $510,000, options on 70,000 shares, and 35,000 RSUs. Outgoing CFO David Lowrance receives contractual severance, equity vesting acceleration, and a consulting role at $200 per hour. Annual meeting vote tallies show strong support for directors and proposals, indicating broad shareholder backing for these changes.

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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 18,900,000 shares Additional common stock authorized under 2024 Omnibus Incentive Plan
Authorized common stock after amendment 600,000,000 shares Authorized common stock following June 4, 2026 charter amendment
Authorized common stock before amendment 300,000,000 shares Prior authorized common stock level before increase
New CFO/COO base salary $510,000 per year Annual base salary for Robert Lutz effective July 15, 2026
Option grant to Robert Lutz 70,000 shares Stock options vesting in sixteen quarterly installments
RSU grant to Robert Lutz 35,000 RSUs Restricted stock units vesting on two-year anniversary of Effective Date
Consulting rate for David Lowrance $200 per hour Expected consulting agreement, terminable on 30 days’ notice
Votes for An van Es-Johansson 158,694,187 votes Director election votes for at 2026 annual meeting
2024 Omnibus Incentive Plan financial
"approved an amendment to the Savara Inc. 2024 Omnibus Incentive Plan"
restricted stock units financial
"and (2) 35,000 restricted stock units, which will vest in full"
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.
Amended and Restated Certificate of Incorporation regulatory
"approved an amendment to our Amended and Restated Certificate of Incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
Broker Non Votes financial
"Votes For | | Votes Against | | Abstentions | | Broker Non Votes"
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
Savara Inc false 0001160308 --12-31 0001160308 2026-06-04 2026-06-04
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 4, 2026

 

 

SAVARA INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32157   84-1318182

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1717 Langhorne Newtown Road, Suite 300
Langhorne, PA 19047
(Address of principal executive offices, including zip code)

(512) 614-1848

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

 

☐

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   SVRA   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

Amendment of 2024 Omnibus Incentive Plan

On June 4, 2026, the stockholders of Savara Inc. (“Savara”) approved an amendment to the Savara Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”), to increase the number of shares of common stock authorized for issuance thereunder by 18,900,000 shares (the “2024 Plan Amendment”). The 2024 Plan Amendment was previously approved by Savara’s Board of Directors (the “Board”), subject to stockholder approval.

The 2024 Plan Amendment is described in detail under “Proposal 3—Approval of an Amendment to our 2024 Omnibus Incentive Plan” of the Savara Definitive Proxy Statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”). The foregoing description of the 2024 Plan Amendment is qualified in its entirety by reference to the full text of the 2024 Plan, as amended by the 2024 Plan Amendment, which is attached to the Proxy Statement as Appendix B.

Executive Transition

On June 5, 2026, the Board appointed Robert Lutz to become the Chief Financial and Operating Officer of Savara effective July 15, 2026 (the “Effective Date”). Mr. Lutz’s appointment follows the decision of David Lowrance to resign from his role as Savara’s Chief Financial and Administrative Officer, effective as of the Effective Date, due to health reasons. Mr. Lowrance will receive severance in accordance with the terms of Section 6(a) of his employment agreement and 12 months’ acceleration of the vesting of his unvested equity awards as of the Effective Date, provided that he signs and does not revoke a customary release in favor of Savara. The Company expects to enter into a consulting agreement with Mr. Lowrance pursuant to which he will provide advisory services at the rate of $200 per hour, and such agreement may be terminated by either party upon 30 days’ prior written notice. The foregoing description of the consulting agreement is qualified in its entirety by reference to the full text of the agreement, which will be filed as an exhibit to Savara’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

Mr. Lutz, age 57, has served as Savara’s Chief Operating Officer since February 2023. Additional biographical information concerning Mr. Lutz can be found in the Proxy Statement under “Executive Officers,” and such information is incorporated herein by reference. There are no family relationships between Mr. Lutz and any director or executive officer of Savara, and Mr. Lutz has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In connection with his appointment and effective as of the Effective Date, Mr. Lutz will receive an annual base salary of $510,000. Additionally, subject to Board approval, Mr. Lutz will receive a grant of (1) an option to purchase 70,000 shares of Savara’s common stock, which will vest in sixteen quarterly installments following the Effective Date, and (2) 35,000 restricted stock units, which will vest in full on the two-year anniversary of the Effective Date, in each case, subject to his continued service to Savara through the applicable vesting date.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 4, 2026, the stockholders of Savara approved an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of Savara from 300,000,000 to 600,000,000 (the “Amendment”). We filed the Amendment on June 4, 2026 with the Secretary of State of the State of Delaware, and the Amendment became effective upon filing.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

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

At the Savara annual meeting of stockholders held on June 4, 2026 (the “Annual Meeting”), our stockholders elected each of the following individuals to serve on the Board of Directors until the next annual meeting of stockholders, or until his or her successor is duly elected and qualified.

 

Nominees

  

Votes For

  

Votes Against

  

Abstentions

  

Broker Non Votes

Matthew Pauls   156,349,041   2,798,767   61,270   24,628,938
Nevan Elam   156,249,008   2,898,802   61,268   24,628,938
Richard J. Hawkins   156,794,295   2,352,624   62,159   24,628,938
Joseph S. McCracken   150,211,353   8,937,566   60,159   24,628,938
David A. Ramsay   156,218,095   2,754,776   236,207   24,628,938
An van Es-Johansson   158,694,187   460,731   54,160   24,628,938

In addition, the following proposals were voted on at the Annual Meeting:

 

1.

Proposal to approve an amendment to our Certificate of Incorporation to increase the number of authorized shares of our common stock from 300,000,000 to 600,000,000.

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non Votes

176,809,841   6,847,631   180,544   —

 

2.

Proposal to approve the amendment of the Savara Inc. 2024 Omnibus Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 18,900,000.

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non Votes

156,664,451   2,324,514   220,113   24,628,938

 

3.

Proposal to ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non Votes

183,558,080   231,887   48,049   —

 

4.

Proposal to approve, on an advisory basis, the compensation of our named executives.

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non Votes

156,706,529   2,307,296   195,253   24,628,938

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

   

Description

3.1    Savara Inc. Certificate of Amendment to Amended and Restated Certificate of Incorporation
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.

 

Date: June 8, 2026      

SAVARA INC.

a Delaware corporation

    By:  

/s/ Dave Lowrance

     

Dave Lowrance

Chief Financial & Administrative Officer

Source: View Original Filing on SEC EDGAR

FAQ

What change did Savara Inc. (SVRA) make to its 2024 Omnibus Incentive Plan?

Savara’s stockholders approved an amendment to the 2024 Omnibus Incentive Plan, adding authorization for 18,900,000 additional common shares for equity awards. This significantly expands the pool available for stock options, restricted stock units, and other equity incentives granted to employees, directors, and other service providers.

How did Savara Inc. (SVRA) change its authorized common stock?

Stockholders approved an amendment to Savara’s Amended and Restated Certificate of Incorporation to increase authorized common stock from 300,000,000 to 600,000,000 shares. The amendment was filed with the Delaware Secretary of State on June 4, 2026 and became effective upon filing, expanding future issuance capacity.

What are the key terms of Robert Lutz’s new role at Savara Inc. (SVRA)?

Robert Lutz was appointed Chief Financial and Operating Officer effective July 15, 2026. He will receive a $510,000 annual base salary, an option to purchase 70,000 Savara shares vesting over sixteen quarterly installments, and 35,000 restricted stock units vesting in full on the two-year anniversary of his start date.

What compensation will outgoing Savara (SVRA) executive David Lowrance receive?

Departing Chief Financial and Administrative Officer David Lowrance will receive severance under Section 6(a) of his employment agreement and 12 months of vesting acceleration on unvested equity awards, contingent on a customary release. Savara also expects to enter a consulting agreement with him at $200 per hour, terminable on 30 days’ notice.

Were Savara Inc. (SVRA) directors re-elected at the 2026 annual meeting?

At the June 4, 2026 annual meeting, Savara stockholders re-elected all nominated directors, including Matthew Pauls and An van Es-Johansson, with vote counts such as 158,694,187 votes for van Es-Johansson versus 460,731 against. Broker non-votes were reported separately, reflecting typical street-name holdings not voting on director elections.

Did Savara Inc. (SVRA) stockholders approve other proposals at the 2026 annual meeting?

In addition to director elections, Savara stockholders approved several proposals with strong support, including one receiving 183,558,080 votes for, 231,887 against, and 48,049 abstentions. Another proposal saw 156,706,529 votes for and 2,307,296 against, indicating broad backing of the company’s recommendations at the meeting.

Filing Exhibits & Attachments

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