Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2023 Annual Meeting of Stockholders of
The A&R 2017 Plan, which had previously been adopted by the Company's Board of
Directors (the "Board"), subject to stockholder approval, (i) increases the
number of shares available for issuance under the plan by 1,250,000 shares,
subject to adjustment in the event of stock splits, stock dividends and certain
other events; (ii) eliminates the fixed share cap on the annual increase in the
shares available for issuance under the plan and clarifies that the percentage
increase is based on the number of shares of the Company's common stock
outstanding (assuming the conversion of all outstanding shares of the Company's
convertible preferred stock into common stock, including the shares of the
Company's Series E Convertible Non-Redeemable Preferred Stock, without regard to
any restrictions or limitations on conversion), but maintains the percentage
increase at 4% of such shares on the date of such increase (or a lesser amount
determined by the Board); (iii) limits the number of incentive stock options
that can be granted under the plan to 7,738,761 shares of common stock, subject
to adjustment in the event of stock splits, stock dividends and certain other
events; (iv) adds an annual limit on non-employee director compensation,
including cash and the value of equity awards, of
The description of the A&R 2017 Plan contained on pages 58 to 66 of the
Company's definitive proxy statement for the Annual Meeting, filed with the
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company's stockholders voted on the proposals set forth below. A more detailed description of each proposal is set forth in the Proxy Statement.
1. The Company's stockholders electedC. Daniel Myers andHoward B. Rosen as Class III directors, each to serve for a three-year term expiring at the 2026 Annual Meeting of Stockholders and until his successor has been duly elected and qualified. The results of the stockholders' vote with respect to the election of such Class III directors were as follows: Votes Broker Non- Votes For Withheld Votes C. Daniel Myers 544,974 26,177 594,432 Howard B. Rosen 550,334 20,817 594,432 2. The Company's stockholders approved the non-binding, advisory vote on the compensation paid to its named executive officers. The results of the stockholders' non-binding, advisory vote with respect to compensation paid to the Company's named executive officers were as follows: Votes Votes Broker Non- Votes For Against Abstaining Votes 498,054 57,912 15,185 594,432
3. The Company's stockholders recommend, in a non-binding, advisory vote, that
future advisory votes on the compensation of the Company's named executive officers be held every year. The results of the stockholders' non-binding, advisory vote with respect to the frequency of future executive compensation advisory votes were as follows: Votes Broker Non- Every One Year Every Two Years Every Three Years Abstaining Votes 546,761 4,425 17,435 2,530 594,432
After taking into consideration the foregoing voting results and the prior recommendation of the Board in favor of an annual stockholder advisory vote on the compensation of the Company's named executive officers, the Board intends to hold future advisory votes on the compensation of the Company's named executive officers every year.
4. The Company's stockholders approved the A&R 2017 Plan. The results of the stockholders' vote with respect to the A&R 2017 Plan were as follows: Votes Votes Broker Non- Votes For Against Abstaining Votes 495,640 71,992 3,519 594,432
5. The Company's stockholders did not approve an amendment to the Company's
Restated Certificate of Incorporation to change the Company's name from "Kala Pharmaceuticals, Inc. " to "Kala Bio, Inc. " The results of the stockholders' vote with respect to the amendment to change the Company's name were as follows: Votes Votes Broker Non- Votes For Against Abstaining Votes 1,151,465 11,194 2,924 0
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1Kala Pharmaceuticals, Inc. Amended and Restated 2017 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the registrant's Registration Statement on Form S-8 (File No. 333-272834) filed with the Commission onJune 22, 2023 ) 104 Cover Page Interactive Data File (embedded within inline XBRL document)
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