KNSA Kiniksa Pharmaceuticals International PLC

 

 

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 5, 2024

 

 

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.

 

A.

Annual Meeting of Shareholders

 

On June 5, 2024, Kiniksa Pharmaceuticals, Ltd. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) at which a quorum was present. Holders of the Company’s Class A common shares (“Class A Shares”) and Class B common shares (“Class B Shares”) as of the close of business on April 15, 2024 (the “Record Date”) were entitled to notice of and to vote at the Annual Meeting. Each Class A Share was entitled to one vote per share and each Class B 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 23, 2024 (the “Proxy Statement”).

 

Proposal 1 – The election of Felix J. Baker, Ph.D., Tracey L. McCain and Kimberly J. Popovits as Class III Directors to serve until the 2027 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified.

 

Nominee			Votes FOR			Votes WITHHELD			Broker Non - Votes
Felix J. Baker, Ph.D.			31,885,339			15,812,807			3,067,059
Tracey L. McCain			46,746,052			952,094			3,067,059
Kimberly J. Popovits			46,745,428			952,718			3,067,059

 

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, 2024.

 

Votes FOR			Votes AGAINST			Votes ABSTAINED			Broker Non - Votes
50,512,245			217,508			35,452			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
46,903,551			469,616			324,979			3,067,059

 

Based on the foregoing votes, (a) Felix J. Baker, Ph.D., Tracey L. McCain and Kimberly J. Popovits were elected as Class III directors, (b) Proposal 2 was approved and (c) Proposal 3 was approved.

 

B.

Special Court - Ordered Meeting of Shareholders

 

In accordance with the order of the Supreme Court of Bermuda issued on April 19, 2024, the Company held a special court - ordered meeting of shareholders (the “Redomiciliation Meeting”) on June 5, 2024, immediately following the conclusion of the Annual Meeting, at which a quorum was present. Holders of the Company’s Class A Shares, Class A1 common shares (“Class A1 Shares”), Class B Shares and Class B1 common shares (“Class B1 Shares”) as of the Record Date (the “Scheme Shareholders”) were entitled to notice of and to vote at the Redomiciliation Meeting. Each Class A Share, Class A1 Share, Class B Share and Class B1 Share was entitled to one vote per share on all matters brought before the Redomiciliation Meeting.

 

The following are the voting results for the proposals considered and voted upon at the Redomiciliation Meeting, all of which were described in the Proxy Statement.

 

Proposal 1 – The approval of the scheme of arrangement between the Company and its shareholders which was attached as Annex A to the Proxy Statement (the “Scheme of Arrangement”).

 

Votes FOR			Votes AGAINST			Votes ABSTAINED/WITHHELD
61,460,949			501,355			274,060

 

In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Redomiciliation Meeting, if necessary, to solicit additional proxies, in the event there were insufficient votes from the Company’s shareholders to approve Proposal 1. As there were sufficient votes from the Company’s shareholders to approve Proposal 1, adjournment of the Redomiciliation Meeting to solicit additional proxies was unnecessary and such proposal was not submitted to the Company’s shareholders for approval at the Redomiciliation Meeting.

 

Based on the foregoing votes, the Scheme of Arrangement was approved by a majority in number of Scheme Shareholders representing at least 75% in value of the shares present and voting either in person or by proxy at the Scheme Meeting. The Company will therefore proceed to apply to the Supreme Court of Bermuda to sanction the Scheme of Arrangement. Scheme Shareholders are entitled to attend and make representations at the hearing to sanction the Scheme of Arrangement, should they wish to do so. The Company expects the sanction hearing to take place on or around June 14, 2024 at 9:30 a.m. (AST) at the Supreme Court of Bermuda on 30 Parliament Street, Hamilton HM12.

 

 

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 5, 2024	By:	/s/ Madelyn Zeylikman
		Madelyn Zeylikman
		Senior Vice President, General Counsel and Secretary

 

 

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Cover	Jun. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 05, 2024
Entity File Number	001-38492
Entity Registrant Name	Kiniksa Pharmaceuticals, Ltd.
Entity Central Index Key	0001730430
Entity Tax Identification Number	98-1327726
Entity Incorporation, State or Country Code	D0
Entity Address, Address Line One	Clarendon House
Entity Address, Address Line Two	2 Church Street
Entity Address, City or Town	Hamilton
Entity Address, Country	BM
Entity Address, Postal Zip Code	HM11
City Area Code	808
Local Phone Number	451-3453
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Shares $0.000273235 par value
Trading Symbol	KNSA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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