SVRA 8-K
Savara Inc (SVRA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment of 2024 Omnibus Incentive Plan
On June 4, 2026, the stockholders of Savara Inc. (“Savara”) approved an amendment to the Savara Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”), to increase the number of shares of common stock authorized for issuance thereunder by 18,900,000 shares (the “2024 Plan Amendment”). The 2024 Plan Amendment was previously approved by Savara’s Board of Directors (the “Board”), subject to stockholder approval.
The 2024 Plan Amendment is described in detail under “Proposal 3—Approval of an Amendment to our 2024 Omnibus Incentive Plan” of the Savara Definitive Proxy Statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”). The foregoing description of the 2024 Plan Amendment is qualified in its entirety by reference to the full text of the 2024 Plan, as amended by the 2024 Plan Amendment, which is attached to the Proxy Statement as Appendix B.
Executive Transition
On June 5, 2026, the Board appointed Robert Lutz to become the Chief Financial and Operating Officer of Savara effective July 15, 2026 (the “Effective Date”). Mr. Lutz’s appointment follows the decision of David Lowrance to resign from his role as Savara’s Chief Financial and Administrative Officer, effective as of the Effective Date, due to health reasons. Mr. Lowrance will receive severance in accordance with the terms of Section 6(a) of his employment agreement and 12 months’ acceleration of the vesting of his unvested equity awards as of the Effective Date, provided that he signs and does not revoke a customary release in favor of Savara. The Company expects to enter into a consulting agreement with Mr. Lowrance pursuant to which he will provide advisory services at the rate of $200 per hour, and such agreement may be terminated by either party upon 30 days’ prior written notice. The foregoing description of the consulting agreement is qualified in its entirety by reference to the full text of the agreement, which will be filed as an exhibit to Savara’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
Mr. Lutz, age 57, has served as Savara’s Chief Operating Officer since February 2023. Additional biographical information concerning Mr. Lutz can be found in the Proxy Statement under “Executive Officers,” and such information is incorporated herein by reference. There are no family relationships between Mr. Lutz and any director or executive officer of Savara, and Mr. Lutz has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In connection with his appointment and effective as of the Effective Date, Mr. Lutz will receive an annual base salary of $510,000. Additionally, subject to Board approval, Mr. Lutz will receive a grant of (1) an option to purchase 70,000 shares of Savara’s common stock, which will vest in sixteen quarterly installments following the Effective Date, and (2) 35,000 restricted stock units, which will vest in full on the two-year anniversary of the Effective Date, in each case, subject to his continued service to Savara through the applicable vesting date.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 4, 2026, the stockholders of Savara approved an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of Savara from 300,000,000 to 600,000,000 (the “Amendment”). We filed the Amendment on June 4, 2026 with the Secretary of State of the State of Delaware, and the Amendment became effective upon filing.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Savara annual meeting of stockholders held on June 4, 2026 (the “Annual Meeting”), our stockholders elected each of the following individuals to serve on the Board of Directors until the next annual meeting of stockholders, or until his or her successor is duly elected and qualified.
| Nominees |
Votes For |
Votes Against |
Abstentions |
Broker Non Votes | ||||
| Matthew Pauls | 156,349,041 | 2,798,767 | 61,270 | 24,628,938 | ||||
| Nevan Elam | 156,249,008 | 2,898,802 | 61,268 | 24,628,938 | ||||
| Richard J. Hawkins | 156,794,295 | 2,352,624 | 62,159 | 24,628,938 | ||||
| Joseph S. McCracken | 150,211,353 | 8,937,566 | 60,159 | 24,628,938 | ||||
| David A. Ramsay | 156,218,095 | 2,754,776 | 236,207 | 24,628,938 | ||||
| An van Es-Johansson | 158,694,187 | 460,731 | 54,160 | 24,628,938 |
In addition, the following proposals were voted on at the Annual Meeting:
| 1. | Proposal to approve an amendment to our Certificate of Incorporation to increase the number of authorized shares of our common stock from 300,000,000 to 600,000,000. |
| Votes For |
Votes Against |
Abstentions |
Broker Non Votes | |||
| 176,809,841 | 6,847,631 | 180,544 | — |
| 2. | Proposal to approve the amendment of the Savara Inc. 2024 Omnibus Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 18,900,000. |
| Votes For |
Votes Against |
Abstentions |
Broker Non Votes | |||
| 156,664,451 | 2,324,514 | 220,113 | 24,628,938 |
| 3. | Proposal to ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. |
| Votes For |
Votes Against |
Abstentions |
Broker Non Votes | |||
| 183,558,080 | 231,887 | 48,049 | — |
| 4. | Proposal to approve, on an advisory basis, the compensation of our named executives. |
| Votes For |
Votes Against |
Abstentions |
Broker Non Votes | |||
| 156,706,529 | 2,307,296 | 195,253 | 24,628,938 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Savara Inc. Certificate of Amendment to Amended and Restated Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Date: June 8, 2026 | SAVARA INC. a Delaware corporation | |||||
| By: | /s/ Dave Lowrance | |||||
| Dave Lowrance Chief Financial & Administrative Officer | ||||||
Exhibit 3.1
SAVARA INC.
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Savara Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that:
1. The name of the Corporation is Savara Inc.
2. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 1, 1995 under the name Victoria Enterprises. The Corporation’s current Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware under the name Mast Therapeutics, Inc. on April 27, 2017 and amended on June 4, 2018, June 10, 2021, and June 6, 2024.
3. Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), this Certificate of Amendment of the Amended and Restated Certificate of Incorporation amends Section (A) of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation to read in its entirety as follows:
“(A) Classes of Stock. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is Six Hundred One Million shares (601,000,000), each with a par value of $0.001 per share. Six Hundred Million (600,000,000) shares shall be Common Stock, and One Million (1,000,000) shares shall be Preferred Stock.”
4. This Certificate of Amendment of the Amended and Restated Certificate of Incorporation has been duly adopted by the board of directors and stockholders of this corporation in accordance with the provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer as of the 4th day of June, 2026.
| SAVARA INC. | ||
| /s/ Matthew Pauls | ||
| Name: Matthew Pauls | ||
| Title: Chief Executive Officer | ||