UroGen Pharma (NASDAQ: URGN) OKs new articles and equity plan share increase

Rhea-AI Filing Summary

UroGen Pharma Ltd. reported results of its 2026 Annual Meeting of Shareholders. Investors approved amended and restated Articles of Association that, among other changes, tie eligibility for shareholder proposals to requirements under Israeli Companies Law.

Shareholders also approved a Compensation Policy Amendment related to directors’ and officers’ insurance and an amendment to the 2017 Equity Incentive Plan to increase ordinary shares authorized for issuance under the plan by 1,000,000 shares. All seven director nominees were elected, executive pay received advisory approval, and PricewaterhouseCoopers LLP was ratified as independent auditor until the 2027 annual meeting.

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

Equity Plan Share Increase: 1,000,000 shares Articles Approval Votes For: 19,306,222 votes Compensation Policy Amendment Votes For: 26,089,418 votes +3 more

6 metrics

Equity Plan Share Increase 1,000,000 shares Additional ordinary shares authorized for issuance under 2017 Equity Incentive Plan

Articles Approval Votes For 19,306,222 votes Approval of Amended and Restated Articles of Association

Compensation Policy Amendment Votes For 26,089,418 votes Approval of Compensation Policy Amendment related to D&O insurance

2017 Amended Plan Votes For 25,204,644 votes Approval of amendments to 2017 Equity Incentive Plan

Say-on-Pay Votes For 25,125,846 votes Advisory approval of named executive officer compensation

Auditor Ratification Votes For 36,778,509 votes Approval of PricewaterhouseCoopers LLP as independent auditor

Key Terms

Amended and Restated Articles of Association, Compensation Policy Amendment, 2017 Equity Incentive Plan, broker non-votes, +2 more

6 terms

Amended and Restated Articles of Association regulatory

"shareholders approved the amendment and restatement of the Company’s Articles of Association"

Compensation Policy Amendment financial

"approved (i) an amendment to the Company’s Amended and Restated Non-Employee Director and Officer Compensation Policy"

2017 Equity Incentive Plan financial

"an amendment to the Company’s 2017 Equity Incentive Plan (the “2017 Plan”)"

broker non-votes financial

"Votes For | | Votes Against | | Abstentions | | 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.

advisory vote financial

"Proposal 5 - Advisory vote on the compensation of the Company’s named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent auditor financial

"engagement of PricewaterhouseCoopers LLP as the Company’s independent auditor"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

false 0001668243 0001668243 2026-06-22 2026-06-22

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 22, 2026 

UROGEN PHARMA LTD. 

(Exact name of registrant as specified in its charter)

Israel		001-38079		98-1460746
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

400 Alexander Park Drive, 4th Floor Princeton, New Jersey		08540
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +1 (646) 768-9780

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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, par value NIS0.01 per share		URGN		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. ☐

Item 3.03 Material Modification to Rights of Security Holders.

On June 22, 2026, UroGen Pharma Ltd. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company's shareholders approved the amendment and restatement of the Company’s Articles of Association (the “Amended and Restated Articles”) to, among other things, tie eligibility for shareholder proposals to the requirements under the Israeli Companies Law, 5759-1999 and the regulations promulgated thereunder. The Amended and Restated Articles were previously approved, subject to shareholder approval, by the Company's Board of Directors on March 19, 2026. A summary of the amendments made pursuant to the adoption of the Amended and Restated Articles are set forth under the heading "Proposal 2—To Approve the Proposed Articles of Association" of the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”). The foregoing summary of the Amended and Restated Articles is qualified in its entirety by reference to the full text of the Amended and Restated Articles, a copy of which is filed as Exhibit 3.1 to this report.

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

(e)

At the Annual Meeting, the Company’s shareholders also approved (i) an amendment to the Company’s Amended and Restated Non-Employee Director and Officer Compensation Policy in relation to directors’ and officers’ insurance (the “Compensation Policy Amendment”) and (ii) an amendment to the Company’s 2017 Equity Incentive Plan (the “2017 Plan” and the 2017 Plan, as amended, the “2017 Amended Plan”) to increase the number of ordinary shares authorized for issuance under the plan by 1,000,000 shares. The Compensation Policy Amendment and the 2017 Amended Plan were previously approved, subject to shareholder approval, by the Company’s Board of Directors on March 19, 2026. Summaries of the principal features of the Compensation Policy Amendment and the 2017 Amended Plan are set forth under the headings “Proposal 3—To Approve the Compensation Policy Amendment" and “Proposal 4—To Approve Amendments to the Company’s 2017 Equity Incentive Plan” contained in the Proxy Statement. The summaries are qualified in their entirety by reference to the Compensation Policy Amendment and the 2017 Amended Plan, filed as Exhibits 10.1 and 10.2 to this report.

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

At the Annual Meeting, the Company’s shareholders voted on the proposals listed below, each of which was described in the Proxy Statement. The voting results are set forth below.

Proposal 1 - Election of Directors

The shareholders elected the following seven individuals to serve as directors until the Company’s next annual meeting of shareholders and until their successors are elected. There were no nominees other than those listed below. The voting results are as follows:

Name		Votes For			Votes Against		Abstentions		Broker Non-Votes
Arie Belldegrun, M.D.		23,369,726			4,959,968		6,330		8,540,308
Elizabeth Barrett		25,942,072			2,389,232		4,720		8,540,308
Cynthia M. Butitta		26,378,838			1,940,273		16,913		8,540,308
Stuart Holden, M.D.		26,641,539			1,687,876		6,609		8,540,308
James A. Robinson, Jr.		27,918,601			407,390		10,033		8,540,308
Leana S. Wen, M.D., M.Sc.		26,667,146			1,652,270		16,608		8,540,308
Daniel G. Wildman		27,862,621			453,366		20,037		8,540,308

Proposal 2 – Amended and Restated Articles of Association. 

The shareholders approved the Amended and Restated Articles. The voting results are as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
19,306,222		9,007,528		22,274		8,540,308

Proposal 3 - Compensation Policy Amendment. 

The shareholders approved the Compensation Policy Amendment. The voting results are as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
26,089,418		2,182,017		64,589		8,540,308

Proposal 4 - 2017 Equity Incentive Plan.

The shareholders approved the 2017 Amended Plan. The voting results are as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
25,204,644		3,058,912		72,468		8,540,308

Proposal 5 - Advisory vote on the compensation of the Company’s named executive officers.

On an advisory basis, the shareholders approved the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement. The voting results are as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
25,125,846		3,186,040		24,138		8,540,308

Proposal 6 - Engagement of PricewaterhouseCoopers LLP as the Company’s independent auditor.

The shareholders approved the engagement of PricewaterhouseCoopers LLP as the Company’s independent auditor until the Company’s 2027 annual meeting of shareholders. The voting results are as follows:

Votes For		Votes Against		Abstentions
36,778,509		90,799		7,024

Brokers were entitled to cast votes on this proposal without voting instructions from the beneficial owners of the shares. As a result, there were no broker non-votes with respect to this proposal.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibit Number		Description
3.1		Amended and Restated Articles of Association
10.1		Amendment to Amended and Restated Non-Employee Director and Officer Compensation Policy
10.2		UroGen Pharma Ltd. 2017 Equity Incentive Plan, as amended
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 23, 2026				UROGEN PHARMA LTD.
				By:		/s/ Chris Degnan
						Chris Degnan
						Chief Financial Officer

FAQ

What did UroGen Pharma (URGN) shareholders approve at the 2026 Annual Meeting?

Shareholders approved amended and restated Articles of Association, a Compensation Policy Amendment, changes to the 2017 Equity Incentive Plan, election of seven directors, advisory executive compensation, and engagement of PricewaterhouseCoopers LLP as independent auditor through the 2027 annual meeting.

How did URGN change its Articles of Association in June 2026?

The amended and restated Articles of Association now tie eligibility for shareholder proposals to the requirements of Israeli Companies Law, 5759-1999, and related regulations. These changes were previously approved by the board and then ratified by shareholders at the 2026 Annual Meeting.

How many additional shares were authorized under UroGen Pharma’s 2017 Equity Incentive Plan?

Shareholders approved amending the 2017 Equity Incentive Plan to increase the number of ordinary shares authorized for issuance under the plan by 1,000,000 shares. This expands the pool available for future equity-based awards to directors, officers, and other eligible participants.

Was UroGen Pharma’s executive compensation supported by shareholders in 2026?

Yes, in an advisory vote, shareholders approved the compensation paid to UroGen Pharma’s named executive officers as disclosed in the proxy statement. The vote totaled 25,125,846 shares for, 3,186,040 against, and 24,138 abstentions, with 8,540,308 broker non-votes recorded.

Who was elected to UroGen Pharma’s board at the 2026 Annual Meeting?

Seven directors were elected: Arie Belldegrun, Elizabeth Barrett, Cynthia M. Butitta, Stuart Holden, James A. Robinson Jr., Leana S. Wen, and Daniel G. Wildman. Each will serve until the next annual meeting and until their successors are elected.

Which auditor did UroGen Pharma (URGN) shareholders approve for the next fiscal periods?

Shareholders approved PricewaterhouseCoopers LLP as UroGen Pharma’s independent auditor until the 2027 annual meeting. The auditor ratification received 36,778,509 votes for, 90,799 against, and 7,024 abstentions, with brokers allowed to vote without specific owner instructions.

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 3.1 KB
• EX-10.2 EXHIBIT 10.2 152.4 KB

Other Documents

• EX-3.1 EXHIBIT 3.1 228.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB