8-K

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 9, 2022 (June 8, 2022)

Reata Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-37785

11-3651945

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

5320 Legacy Drive

Plano, TX 75024

(Address of Principal executive offices, including zip code)

(972) 865-2219

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):


☐	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 Securities Exchange Act of 1934:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Class A Common Stock, Par Value $0.001 Per Share

RETA

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

Mr. Jack B. Nielsen retired from the Board of Directors of Reata Pharmaceuticals, Inc. (the “Company”) on June 8, 2022. His intention to retire on this date was previously reported by the Company in its Form 8-K filed on March 2, 2022.

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

The Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on June 8, 2022. As of April 13, 2022, the record date for the Annual Meeting (the “Record Date”), 31,536,018 shares of the Company’s Class A common stock (“Class A Common Stock”) and 4,919,249 shares of the Company’s Class B common stock (“Class B Common Stock”) were outstanding and entitled to vote at the Annual Meeting. Holders of Class A Common Stock were entitled to one vote per share held as of the Record Date, and holders of the Company’s Class B Common Stock were entitled to three votes per share held as of the Record Date. A summary of the matters voted upon by the stockholders and the final voting results for each such matter are set forth below.

Each of the following persons was duly elected by the Company’s stockholders as a director for a term expiring at the 2025 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation, removal or death, with votes as follows:


NOMINEE	FOR	WITHHOLD	BROKER NON-VOTES
J. Warren Huff	33,644,474	3,983,372	4,089,131
Shamim Ruff	30,402,770	7,225,076	4,089,131

The advisory (non-binding) vote on a resolution to approve the compensation of the Company’s named executive officers, was approved by the stockholders, with votes as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
26,355,203	11,258,634	14,009	4,089,131

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, was ratified by the stockholders, with votes as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
41,052,725	659,448	4,804	0

The Company’s Employee Stock Purchase Plan was approved by the stockholders, with votes as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
37,446,077	152,914	28,855	4,089,131

No other matters were submitted for stockholder action 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 thereunto duly authorized.


	Reata Pharmaceuticals, Inc.

Date: June 9, 2022	By:	/s/ Michael D. Wortley
		Michael D. Wortley
		Chief Legal Officer and Executive Vice President