SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2020
KARUNA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
33 Arch Street, Suite 3110
|(Address of principal executive offices)||(Zip Code)|
Registrants telephone number, including area code: (857) 449-2244
(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:
|Common stock, par value $0.0001||KRTX||The Nasdaq Global 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
Karuna Therapeutics, Inc. (the Company) held its previously announced Annual Meeting of Stockholders (the Annual Meeting) on June 15, 2020, at which a quorum was present. As of April 24, 2020, the record date for the Annual Meeting, there were 26,130,120 shares of the Companys common stock outstanding and entitled to vote at the Annual Meeting. The Companys stockholders voted on the following matters, which are described in detail in the Companys Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 29, 2020: (i) to elect Heather Preston, M.D. as a Class I director of the Company to serve for a three-year term expiring at the Companys annual meeting of stockholders in 2023 and until her successor has been elected and qualified (Proposal 1) and (ii) to ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2020 (Proposal 2).
Proposal 1 Election of Directors
The Companys stockholders approved the Class I director nominee recommended for election in Proposal 1 at the Annual Meeting. The Companys stockholders voted for the Class I director as follows:
|Name||Votes For||Votes Withheld||Broker Non-Votes|
Heather Preston, M.D.
Proposal 2 Ratification of the Selection of Independent Registered Public Accounting Firm
The Companys stockholders ratified the selection of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2020. The votes cast at the Annual Meeting were as follows:
No other matters were submitted to or voted on by the Companys stockholders at the Annual Meeting.
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.
|Karuna Therapeutics, Inc.|
|Date: June 17, 2020||By:|
|Chief Financial Officer|