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Spyre Therapeutics (SYRE) investors back pay, ESPP and auditor at 2026 meeting

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Spyre Therapeutics, Inc. reported results from its Annual Meeting of Stockholders held on May 27, 2026. Stockholders elected three Class I directors — Mark McKenna, Cameron Turtle and Laurie Stelzer — to serve until the 2029 annual meeting. They also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers and ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026. In addition, stockholders approved the company’s amended and restated 2016 Employee Stock Purchase Plan, which provides a refreshed framework for employee share purchases. Effective the same day, director Peter Harwin resigned from the board, and the board size was reduced from eight to seven directors; his resignation was not due to any disagreement with the company.

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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.
Votes for Mark McKenna 65,608,709 votes Election as Class I director at 2026 Annual Meeting
Votes for Cameron Turtle 66,176,245 votes Election as Class I director at 2026 Annual Meeting
Votes for Laurie Stelzer 56,954,664 votes Election as Class I director at 2026 Annual Meeting
Say-on-pay support 62,075,459 votes for Non-binding advisory vote on executive compensation
Auditor ratification support 68,430,566 votes for Ratification of KPMG LLP for year ending December 31, 2026
ESPP approval votes for 66,885,864 votes for Approval of amended and restated 2016 Employee Stock Purchase Plan
Board size after resignation 7 directors Board size reduced from eight effective May 27, 2026
Amended and Restated 2016 Employee Stock Purchase Plan financial
"stockholders of the Company... approved the amended and restated 2016 Employee Stock Purchase Plan"
non-binding, advisory basis financial
"stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"
independent registered public accounting firm financial
"ratified the appointment of KPMG 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
"For | Against | Abstain | Broker Non-Votes 62,075,459 | 4,760,373 | 102,366 | 1,500,346"
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.
Annual Meeting of Stockholders financial
"at the Company’s Annual Meeting of Stockholders held on May 27, 2026"
Understanding 8-K Material Events →
false000163628200016362822026-05-272026-05-27

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): May 27, 2026
_______________________________________________________
SPYRE THERAPEUTICS, INC.
(Exact name of Registrant as Specified in Its Charter)
_______________________________________________________
Delaware001-3772246-4312787
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
221 Crescent Street
Building 23
Suite 105
 
Waltham, MA
 
02453
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 617 651-5940
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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading
Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 Par Value Per Share
SYRE
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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 o
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. o


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As discussed in Item 5.07 below, upon the recommendation of the Board of Directors (the “Board”) of Spyre Therapeutics, Inc. (the “Company”), the stockholders of the Company, at the Company’s Annual Meeting of Stockholders held on May 27, 2026 (the “Annual Meeting”), approved the amended and restated 2016 Employee Stock Purchase Plan (the “AR ESPP”).

The material features of the AR ESPP are described in Proposal 4 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2026 (the “2026 Proxy Statement”), which description is incorporated herein by reference. The description of the AR ESPP incorporated herein by reference is qualified in its entirety by the text of the AR ESPP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

In addition, effective as of May 27, 2026, Peter Harwin resigned from the Board. The resignation of Mr. Harwin was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The size of the Board was reduced from eight directors to seven directors effective May 27, 2026.


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

On May 27, 2026, the Company held its Annual Meeting. The proposals considered at the Annual Meeting are described in the 2026 Proxy Statement. The final voting results were as follows:
Proposal No. 1
The Company’s stockholders elected three Class I directors, Mark McKenna, Cameron Turtle, and Laurie Stelzer, each to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
NomineesForWithheldBroker Non-Votes
Mark McKenna
65,608,7091,329,4891,500,346
Cameron Turtle, D. Phil.
66,176,245761,9531,500,346
Laurie Stelzer
56,954,6649,983,5341,500,346
Proposal No. 2
The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.
ForAgainstAbstainBroker Non-Votes
62,075,4594,760,373102,3661,500,346
Proposal No. 3
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
ForAgainstAbstainBroker Non-Votes
68,430,5666707,3080
Proposal No. 4

The Company’s stockholders approved the Company's AR ESPP.
ForAgainstAbstainBroker Non-Votes
66,885,86445,5426,7921,500,346

Item 9.01     Financial Statements and Exhibits.
(d)Exhibits
Exhibit NumberDescription
10.1
Spyre Therapeutics, Inc. Amended and Restated 2016 Employee Stock Purchase Plan
104Cover 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.
  
SPYRE THERAPEUTICS, INC.
   
Date:
May 29, 2026
By:
/s/ Cameron Turtle
   
Cameron Turtle
Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Spyre Therapeutics (SYRE) stockholders approve at the 2026 annual meeting?

Stockholders approved the amended and restated 2016 Employee Stock Purchase Plan, endorsed executive compensation on a non-binding advisory basis, and ratified KPMG LLP as independent auditor for the year ending December 31, 2026, confirming the company’s compensation framework and audit arrangements.

Which directors were elected at Spyre Therapeutics (SYRE) 2026 annual meeting?

Three Class I directors were elected: Mark McKenna, Cameron Turtle and Laurie Stelzer. Each will serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified, maintaining continuity in Spyre Therapeutics’ board leadership structure.

How did Spyre Therapeutics (SYRE) stockholders vote on executive compensation?

Stockholders approved the compensation of the named executive officers on a non-binding, advisory basis, with 62,075,459 votes for, 4,760,373 against, and 102,366 abstentions, plus 1,500,346 broker non-votes, indicating broad support for the company’s executive pay program.

Who is Spyre Therapeutics’ (SYRE) auditor after the 2026 annual meeting vote?

KPMG LLP was ratified as Spyre Therapeutics’ independent registered public accounting firm for the year ending December 31, 2026, receiving 68,430,566 votes for, 670 against, and 7,308 abstentions, reflecting strong stockholder backing for the chosen auditor.

What happened to Spyre Therapeutics (SYRE) director Peter Harwin?

Effective May 27, 2026, Peter Harwin resigned from the board of Spyre Therapeutics. The company stated his resignation was not due to any disagreement regarding operations, policies, or practices, and the board size was reduced from eight directors to seven.

Was Spyre Therapeutics’ (SYRE) amended ESPP approved by stockholders?

Yes. The amended and restated 2016 Employee Stock Purchase Plan was approved with 66,885,864 votes for, 45,542 against, 6,792 abstentions, and 1,500,346 broker non-votes, authorizing continuation of the plan under updated terms for eligible employees.

Filing Exhibits & Attachments

4 documents

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