8-K
KalVista Pharmaceuticals, Inc. (KALV)
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): October 1, 2020
KALVISTA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36830 | 20-0915291 |
|---|---|---|
| (State or other jurisdiction<br><br><br>of incorporation) | (Commission<br><br><br>File Number) | (IRS Employer<br><br><br>Identification No.) |
| 55 Cambridge Parkway<br><br><br>Suite 901E<br><br><br>Cambridge, Massachusetts 02142 | ||
| --- | ||
| (Address of Principal Executive Offices) (Zip Code) |
(857) 999-0075
(Registrant’s telephone number, including area code)
(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 |
|---|---|---|
| Common Stock, $0.001 Par Value Per Share | KALV | The Nasdaq Stock Market LLC |
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 October 1, 2020, KalVista Pharmaceuticals, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (“Annual Meeting”) and the following proposals were adopted:
| 1. | Election of two Class II directors, Daniel B. Soland and Edward W. Unkart (each to serve a three-year term, which will expire at the 2023 Annual Meeting of Stockholders or until such time as their respective successors have been duly elected and qualified): | ||
|---|---|---|---|
| Nominees | Shares For | Shares Against | Broker Non-Votes |
| --- | --- | --- | --- |
| Daniel B. Soland | 6,904,025 | 4,264,332 | 4,415,849 |
| Edward W. Unkart | 6,514,844 | 4,653,513 | 4,415,849 |
| 2. | Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2021: | ||
| --- | --- | ||
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes |
| --- | --- | --- | --- |
| 15,464,575 | 13,862 | 105,769 | 0 |
| 3. | Approval, on a non-binding advisory basis, of the compensation paid by the Company to its named executive officers: | ||
| --- | --- | ||
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes |
| --- | --- | --- | --- |
| 10,399,572 | 660,300 | 108,485 | 4,415,849 |
| 4. | Selection, on a non-binding advisory basis, to hold future non-binding advisory votes on the compensation paid by the Company to its named executive officers, every one year: | ||
| --- | --- | ||
| 1 Year | 2 Years | 3 Years | Shares Abstaining |
| --- | --- | --- | --- |
| 10,887,348 | 286 | 173,679 | 107,044 |
Based on these results and consistent with the Company’s stockholders’ recommendation, the Company’s Board of Directors has determined that the Company will conduct future stockholder non-binding advisory votes regarding the compensation to be paid by the Company to its named executive officers annually. This policy will remain in effect until the next stockholder vote on the frequency of stockholder advisory votes on the compensation of named executive officers.
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.
| KALVISTA PHARMACEUTICALS, INC. | ||
|---|---|---|
| Date: October 2, 2020 | By: | /s/ Benjamin L. Palleiko |
| Benjamin L. Palleiko | ||
| Chief Business Officer and Chief Financial Officer |