Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.


(e)

On June 7, 2021, UroGen Pharma Ltd. (the "Company") held its 2021 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved an amendment to the Company's 2017 Equity Incentive Plan (the "2017 Plan" and the 2017 Plan, as amended, the "2017 Amended Plan") to, among other things, increase the number of ordinary shares authorized for issuance under the plan by 400,000 shares. The 2017 Amended Plan was previously approved, subject to shareholder approval, by the Board on March 17, 2021.

The foregoing summary of the changes to the 2017 Plan made pursuant to the adoption of the 2017 Amended Plan at the Annual Meeting is qualified in its entirety by reference to the full text of the 2017 Amended Plan, a copy of which is filed as Exhibit 10.1 to this report and is incorporated by reference herein.

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

At the Annual Meeting, the Company's shareholders voted on the proposals listed below, each of which was described in the Company's proxy statement for the Annual Meeting. The voting results are set forth below.

Proposal No. 1 - Election of Directors

The shareholders elected the following eight individuals to serve as directors until the Company's next annual meeting of shareholders and until their successors are elected. There were no nominees other than those listed below. The voting results are as follows:




Name                  Votes For        Votes Withheld       Broker Non-Votes
Arie Belldegrun         9,864,608              502,684              4,029,358

Elizabeth Barrett      10,219,003              148,289              4,029,358

Cynthia M. Butitta      9,737,090              630,202              4,029,358

Fred E. Cohen          10,018,592              348,700              4,029,358

Kathryn E. Falberg      8,535,766            1,831,526              4,029,358

Stuart Holden          10,210,341              156,951              4,029,358

Ran Nussbaum            9,901,326              465,966              4,029,358

Shawn C. Tomasello      8,534,715            1,832,577              4,029,358

Proposal No. 2 - 2017 Amended Plan.



The shareholders voted to approve the 2017 Amended Plan. The voting results are
as follows:


Votes For   Votes Against   Abstentions   Broker Non-Votes
8,621,564     1,732,743       12,985         4,029,358

Proposal No. 3 - Advisory vote on the compensation of the Company's named executive officers.

On an advisory basis, the shareholders voted to approve the compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement for the Annual Meeting. The voting results are as follows:




Votes For   Votes Against   Abstentions   Broker Non-Votes
8,078,470     2,281,140        7,682         4,029,358

Proposal No. 4 - Engagement of PricewaterhouseCoopers LLP as independent auditor.

The shareholders approved the engagement of PricewaterhouseCoopers LLP as the Company's independent auditor until the Company's 2022 annual meeting of shareholders. The voting results are as follows:




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Votes For    Votes Against   Abstentions   Broker Non-Votes
14,388,460       6,076          2,114             0

Brokers were entitled to cast votes on this proposal without voting instructions from the beneficial owners of the shares. As a result, there were no broker non-votes with respect to this proposal

Item 9.01 Financial Statements and Exhibits.




(d)


 Exhibit
 Number                                    Description

   10.1         UroGen Pharma Ltd. 2017 Equity Incentive Plan, as amended.



   104        Cover Page Interactive Data File (embedded within the Inline XBRL
              document).






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