xers-20201008

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 8, 2020

XERIS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38536

20-3352427

(State or other jurisdiction of
incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

180 N. LaSalle Street, Suite 1600

Chicago, Illinois 60601

(Address of principal executive offices, including zip code)

(Registrant's telephone number, including area code)

(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, par value $0.0001 per share

XERS

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 (§ 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.

Xeris Pharmaceuticals, Inc. (the “Company”) held its special meeting (the “Special Meeting”) of stockholders on October 8, 2020. The following proposal was submitted to the stockholders at the Special Meeting:

To approve a stock option exchange program for certain eligible non-executive employees and consultants to exchange certain outstanding stock options for stock options with a lower exercise price.

The proposal is described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on September 2, 2020.

The number of shares of common stock entitled to vote at the Special Meeting was 46,281,601. The number of shares of common stock present or represented by valid proxy at the Special Meeting was 25,169,219. The proposal submitted to a vote of the Company’s stockholders at the Special Meeting was approved. The results of the voting included 19,081,464 votes for, 5,863,842 votes against and 223,914 votes abstained. There were no broker non-votes regarding this proposal.*

*Fractional shares have been rounded up to the nearest whole number.

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: October 8, 2020

Xeris Pharmaceuticals, Inc.

By:

/s/ Barry M. Deutsch

Barry M. Deutsch

Chief Financial Officer