Galera Therapeutics, Inc.

NONE 0001563577 false 0001563577 2026-05-08 2026-05-08 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 8, 2026 GALERA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39114 46-1454898 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 101 Lindenwood Drive , Suite 225 Malvern , PA 19355 (Address of principal executive offices) (Zip Code) ( 610 ) 725-1500 (Registrant’s telephone number, include 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: ☐ 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, $0.001 par value per share GRTX OTCQB 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 ☐ 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 Security Holders. At the combined 2025 and 2026 Annual Meeting of Stockholders (the “ Annual Meeting ”) of Galera Therapeutics, Inc. (the “ Company ”) held on May 8, 2026, the Company’s stockholders (i) elected (A) one Class III director to the board of directors of the Company (the “ Board ”), to serve until the Company’s 2028 annual meeting of stockholders and until his successor is duly elected and qualified, and (B) two Class I directors to the Board, each to serve until the Company’s 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified; (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (iii) approved the compensation paid to the Company’s named executive officers (“ Say-on-Pay ”); (iv) approved a frequency of every “one year” for holding future Say-on-Pay votes; (v) approved an amendment to the Company’s Restated Certificate of Incorporation (the “ Charter ”) to increase the number of authorized shares of the Company’s common stock from 200 million shares to 400 million shares; (vi) approved an amendment to the Charter to permit stockholders to act by written consent in lieu of a meeting; and (vii) approved an amendment to the Charter that would effect a reverse stock split at a ratio between 1:75 and 1:200, if and when determined by the Board. The results of the voting at the Annual Meeting are shown below: Proposal 1—Election of Directors: (a) Class III Director Nominee For Withhold Broker Non-Votes J. Mel Sorensen, M.D. 98,328,390 14,552,053 10,877,949 (b) Class I Directors Nominees For Withhold Broker Non-Votes Nancy Chang, Ph.D. 110,531,164 2,349,279 10,877,949 Michael Friedman 110,523,157 2,357,286 10,877,949 Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm: Votes For Votes Against Abstentions 121,742,195 1,961,191 55,006 Proposal 3—Say-on-Pay Vote: Votes For Votes Against Abstentions Broker Non-Votes 108,167,385 3,690,210 1,022,848 10,877,949 Proposal 4—Advisory Vote on Frequency of Future Say-On-Pay Votes: 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 108,127,837 64,666 3,611,866 1,076,074 10,877,949 The Board had previously approved a frequency of every one year for future Say-on-Pay votes, subject to the same frequency receiving the highest number of votes from stockholders at the Annual Meeting. Accordingly, the Company will include an advisory vote to approve executive compensation on an annual basis until the next required vote on the frequency of future Say-on-Pay votes. Proposal 5—Approval of Charter Amendment to Increase Authorized Capital Stock: Votes For Votes Against Abstentions 120,916,020 2,745,505 96,867 Proposal 6—Approval of Charter Amendment to Provide Written Consent Right: Votes For Votes Against Abstentions Broker Non-Votes 112,456,777 417,500 6,166 10,877,949 Proposal 7—Approval of Charter Amendment to Effect a Reverse Stock Split: Votes For Votes Against Abstentions 121,087,262 2,639,613 31,517 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. GALERA THERAPEUTICS, INC. Date: May 11, 2026 By: /s/ J. Mel Sorensen, M.D. J. Mel Sorensen, M.D. President and Chief Executive Officer