Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

As noted below, on June 7, 2023, the stockholders of Achieve Life Sciences, Inc. (the "Company") approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation to permit the exculpation of officers as permitted pursuant to recent amendments to the Delaware General Corporation Law. On June 8, 2023, the Company filed the Third Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect such amendment. A copy of the Third Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this report.

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

The Annual Meeting of Stockholders of the Company was held on June 7, 2023. The following is a brief description of each matter voted upon and the certified voting results.

(1) Election of eight directors to serve until the Company's next annual meeting or until the directors' successors are duly elected and qualified:



                                                  Broker
                      For         Withhold       Non-Votes
John Bencich        8,969,977       472,789       4,581,301
Stuart Duty         9,328,630       114,136       4,581,301
Vaughn Himes        9,328,424       114,342       4,581,301
Cindy Jacobs        8,918,432       524,334       4,581,301
Thomas B. King      9,330,635       112,131       4,581,301
Bridget Martell     8,926,207       516,559       4,581,301
Thomas Sellig       9,331,568       111,198       4,581,301
Richard Stewart     8,808,167       634,599       4,581,301

Pursuant to the foregoing votes, the nominees listed above were elected as directors to serve on the Company's board of directors.

(2) Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023:



                                  Broker
   For       Against   Abstain   Non-votes
13,913,542   92,933    17,592       -

Pursuant to the foregoing votes, the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023, was ratified.

(3) Approval of an amendment and restatement of the Company's Second Amended and Restated Certificate of Incorporation to permit the exculpation of officers as permitted pursuant to recent amendments to the Delaware General Corporation Law:



                                 Broker
   For      Against   Abstain   Non-votes
9,243,103   162,071   37,592    4,581,301

Pursuant to the foregoing votes, the amendment and restatement of the Company's Second Amended and Restated Certificate of Incorporation is approved.

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(4) Approval, by a non-binding advisory vote, of the compensation paid by the Company to its named executive officers:



                                 Broker
   For      Against   Abstain   Non-votes
8,705,275   554,973   182,518   4,581,301

Pursuant to the foregoing non-binding advisory votes, the compensation paid by the Company to its named executive offices is approved.

(5) Approval, by a non-binding advisory vote, of whether future non-binding advisory votes to approve the compensation paid by the Company to its named executive officers should be held every one, two or three years:



 1 Year     2 Years    3 Years    Abstain
1,968,627   327,350   7,119,074   27,715

Pursuant to the foregoing non-binding advisory votes, the stockholders approved the frequency for future advisory votes on compensation paid by the Company to its named executive officers of every three years. Consistent with the recommendation of the Company's Board of Directors and the outcome of the stockholder vote regarding this proposal, the Company's Board of Directors determined to hold an advisory vote once every three years to approve the compensation paid by the Company to its named executive officers.


(6)  Approval of the Company's 2023 Non-Employee Director Equity Incentive Plan:


                                 Broker
   For      Against   Abstain   Non-votes
8,373,952   897,609   171,205   4,581,301

Pursuant to the foregoing votes, the Company's 2023 Non-Employee Director Equity Incentive Plan is approved.

Item 9.01. Financial Statements and Exhibits.





Exhibit
Number       Exhibit Title or Description

3.1            Third Amended and Restated Certificate of Incorporation, filed
             June 8, 2023.

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

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