UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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).
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On October 23, 2024, Zura Bio Limited (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the shareholders of the Company voted on the following three proposals: (1) the election, by ordinary resolution, of the nine (9) directors listed below (the "Director Nominees") to the Company’s Board of Directors (the “Board”) to hold office until the 2025 annual general meeting of shareholders or until their respective successors have been elected and qualified, or until their earlier death, resignation or removal (“Proposal 1”); (2) the ratification, by ordinary resolution, of the re-appointment by the Audit Committee of the Board of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal 2”); and (3) the approval, by ordinary resolution, of the adjournment of the Annual Meeting by the chairman thereof to a later date or dates, if necessary, for the purpose of soliciting additional proxies in favor of the foregoing proposals, in the event the Company does not receive the requisite shareholder votes to approve the foregoing proposals (“Proposal 3”). Each of these proposals is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 13, 2024. The final results of the voting on each proposal are set forth below.
Proposal 1 - Election of Directors.
The Company’s shareholders elected the Director Nominees as directors of the Company, each to hold office until the 2025 annual general meeting of shareholders or until their respective successors have been elected and qualified, or until their earlier death, resignation or removal. The votes cast were as follows:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Neil Graham | 39,323,084 | 17,763 | 6,043 | 9,841,974 | ||||||||||||
| Jennifer Jarrett | 39,166,609 | 174,239 | 6,043 | 9,841,973 | ||||||||||||
| Sandeep Kulkarni | 39,034,139 | 306,693 | 6,058 | 9,841,974 | ||||||||||||
| Robert Lisicki | 39,335,708 | 5,240 | 5,943 | 9,841,973 | ||||||||||||
| Amit Munshi | 39,324,597 | 16,350 | 5,943 | 9,841,974 | ||||||||||||
| Arnout Ploos van Amstel | 39,335,087 | 5,861 | 5,943 | 9,841,973 | ||||||||||||
| Steve Schoch | 39,326,367 | 14,398 | 6,125 | 9,841,974 | ||||||||||||
| Someit Sidhu | 39,325,063 | 15,767 | 6,060 | 9,841,974 | ||||||||||||
| Parvinder Thiara | 38,796,108 | 544,322 | 6,460 | 9,841,974 | ||||||||||||
Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm.
The Company’s shareholders approved the re-appointment of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes cast were as follows:
| For | Against | Abstain | ||||||||
| 49,154,764 | 9,599 | 24,499 | ||||||||
Proposal 3 – Adjournment Proposal.
Proposal 3 was to approve an adjournment of the Annual Meeting to a later date to solicit additional proxies in favor of the foregoing proposals if there were insufficient votes at the time of the Annual Meeting to approve Proposals 1 and 2. As Proposals 1 and 2 were approved by the requisite number of votes, Proposal 3 was not put to a vote of the shareholders at the Annual Meeting.
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.
Dated: October 29, 2024
| ZURA BIO LIMITED | ||
| By: | /s/ Kim Davis | |
| Kim Davis | ||
| Chief Legal Officer | ||