Washington, D.C. 20549



Form 8-K




Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2019




(Exact Name of registrant as specified in its charter)




Delaware   001-38266   46-4590683

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

675 Massachusetts Avenue, 14th Floor

Cambridge, Massachusetts 02139

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (857) 242-1600



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





Name of each exchange

on which registered

Common Stock, $0.001 par value per share   SPRO   The 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.07.

Submission of Matters to a Vote of Stockholders

(a) On June 5, 2019, the Spero Therapeutics, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”). Of the 17,422,878 shares of common stock issued and outstanding and eligible to vote as of the record date of April 8, 2019, a quorum of 12,195,465 shares, or 70% of the outstanding shares, were present in person or by proxy.

(b) The following actions were taken at the Annual Meeting:

1. The following nominees were reelected to serve on the Company’s board of directors as Class II directors until the Company’s 2022 annual meeting of stockholders, based on the following votes:




Votes For


Votes Withheld


Broker Non-Votes

Patrick Vink, M.D.    6,388,311    2,019,182    3,787,972
Frank E. Thomas    7,005,732    1,401,761    3,787,972

2. The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified, based on the following votes:


Votes For


Votes Against


Votes Abstained


Broker Non-Votes

11,728,723    5,745    460,997    0


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 6, 2019             SPERO THERAPEUTICS, INC.
            By:       /s/ Joel Sendek
              Joel Sendek
              Chief Financial Officer and Treasurer