Current Report Filing (8-k)
07 Giugno 2023 - 11:10PM
Edgar (US Regulatory)
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0001730430
2023-06-06
2023-06-06
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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 7, 2023 (June
6, 2023)
Kiniksa Pharmaceuticals, Ltd.
(Exact name of Registrant as Specified in Its
Charter)
Bermuda |
|
001-38492 |
|
98-1327726 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
Kiniksa Pharmaceuticals, Ltd.
Clarendon House
2 Church Street
Hamilton HM11, Bermuda
(808) 451-3453
(Address, zip code and telephone number,
including area code of principal executive offices)
Kiniksa Pharmaceuticals Corp.
100 Hayden Avenue
Lexington, MA, 02421
(781) 431-9100
(Address, zip code and telephone number,
including area code of agent for service)
N/A
(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 |
Class A
Common Shares $0.000273235 par value |
|
KNSA |
|
The Nasdaq Stock Market LLC |
|
|
|
|
(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.
On June 6, 2023, Kiniksa Pharmaceuticals, Ltd.
(the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) at which a quorum for the transaction
of business was present. Holders of the Company’s Class A common shares (“Class A Common Shares”) and Class B
common shares (“Class B Common Shares”) as of the close of business on April 10, 2023 (the “Record Date”)
were entitled to notice of and to vote at the Annual Meeting. Each Class A Common Share was entitled to one vote per share and each
Class B Common Share was entitled to ten votes per share.
The following are the voting results for the proposals
considered and voted upon at the Annual Meeting, all of which were described in the Company’s definitive proxy statement filed with
the Securities and Exchange Commission on April 27, 2022.
Proposal
1 – The election of Stephen R. Biggar, G. Bradley Cole and Barry D. Quart as Class II Directors to serve until the
2026 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified.
Nominee |
|
|
Votes FOR |
|
|
Votes WITHHELD |
|
|
Broker Non-Votes |
Stephen R. Biggar |
|
|
30,959,772 |
|
|
11,113,887 |
|
|
3,132,968 |
G. Bradley Cole |
|
|
40,974,400 |
|
|
1,099,259 |
|
|
3,132,968 |
Barry D. Quart |
|
|
40,953,831 |
|
|
1,119,828 |
|
|
3,132,968 |
Proposal
2 – The (a) appointment of PricewaterhouseCoopers LLP as the Company’s auditor until the close of the Company’s
next Annual Meeting of Shareholders, (b) delegation to the Company’s Board of Directors, through the Audit Committee of the
Board of Directors, of the authority to set the auditor’s remuneration for such period, and (c) ratification of the appointment
of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2023.
Votes FOR |
|
|
Votes AGAINST |
|
|
Votes ABSTAINED |
|
|
Broker Non-Votes |
44,804,941 |
|
|
23,637 |
|
|
378,049 |
|
|
0 |
Proposal
3 – The approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed
in the Company’s proxy statement for the Annual Meeting pursuant to the applicable compensation disclosure rules of the Securities
and Exchange Commission, including the compensation tables and narrative discussion.
Votes FOR |
|
|
Votes AGAINST |
|
|
Votes ABSTAINED |
|
|
Broker Non-Votes |
40,423,385 |
|
|
1,270,222 |
|
|
380,052 |
|
|
3,132,968 |
Based on the foregoing votes, (a) Stephen R. Biggar,
G. Bradley Cole and Barry D. Quart were elected as Class II directors, (b) Proposal 2 was approved and (c) Proposal 3 was
approved.
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.
|
KINIKSA PHARMACEUTICALS, LTD. |
Date: June 7, 2023 |
By: |
/s/ Madelyn Zeylikman |
|
|
Madelyn Zeylikman |
|
|
Senior Vice President, General Counsel
and Secretary |
Grafico Azioni Kiniksa Pharmaceuticals (NASDAQ:KNSA)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Kiniksa Pharmaceuticals (NASDAQ:KNSA)
Storico
Da Giu 2023 a Giu 2024