UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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, 2022, at which a quorum was present. As of April 18, 2022, the record date for the Annual Meeting, there were 29,876,483 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 27, 2022: (i) to elect Steven Paul, M.D., Atul Pande, M.D. and Denice Torres as Class III directors of the Company, each to serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2025 or until his or her successor has been duly elected and qualified (“Proposal 1”), (ii) to approve, on an advisory basis, the compensation paid to the Company’s named executive officers (“Proposal 2”), (iii) to approve, on an advisory basis, the frequency of future advisory votes on the compensation paid to the Company’s named executive officers (“Proposal 3”), and (iv) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (“Proposal 4”).
Proposal 1 – Election of Directors
The Company’s stockholders approved the Class III director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for the Class III directors as follows:
| Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Steven Paul, M.D. |
23,277,049 | 3,900,919 | 1,856,158 | |||||||||
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| Atul Pande, M.D. |
23,058,840 | 4,119,128 | 1,856,158 | |||||||||
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| Jeffrey Jonas, M.D. |
22,375,830 | 4,802,138 | 1,856,158 | |||||||||
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Proposal 2 – Advisory vote on the compensation paid to the Company’s named executive officers
The Company’s stockholder’s approved, on an advisory basis, the compensation paid to the Company’s named executive officers. The votes cast at the Annual Meeting were as follows:
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 21,124,063 | 5,639,878 | 414,027 | 1,856,158 | |||
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Proposal 3 – Advisory vote on the frequency of future advisory votes on the compensation paid to the Company’s named executive officers
The votes cast at the Annual Meeting were as follows:
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 26,157,158 | 33,050 | 572,248 | 415,512 | 1,856,158 | ||||
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The Company has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Company’s board of directors in the proxy statement for the Annual Meeting, that the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say on pay votes. The next advisory vote regarding the frequency of say on pay votes is required to occur no later than the Company’s 2028 annual meeting of stockholders.
Proposal 4 – Ratification of the Selection of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes cast at the Annual Meeting were as follows:
| Votes For |
Votes Against |
Abstain | ||
| 29,028,736 | 2,498 | 2,892 | ||
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No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Karuna Therapeutics, Inc. | ||||||
| Date: June 21, 2022 | By: | /s/ Troy Ignelzi | ||||
| Troy Ignelzi | ||||||
| Chief Financial Officer | ||||||