UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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).
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 4, 2020, Cara Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the four proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 22, 2020.
Proposal 1 – Election of Directors
Dr. Derek Chalmers and Mr. Martin Vogelbaum were each elected to serve as a director of the Company’s Board of Directors until the 2023 Annual Meeting of Stockholders and until his successor is duly elected or until his earlier resignation or removal, by the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||
| Derek Chalmers, Ph.D., D.Sc. | 26,860,226 | 320,733 | 12,405,182 | |||||||||||
| Martin Vogelbaum | 16,757,430 | 10,423,529 | 12,405,182 | |||||||||||
Proposal 2 – Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 26,434,667 | 480,766 | 265,526 | 12,405,182 | |||||||||||
Proposal 3 – Approval, on a Non-Binding Advisory Basis, of the Frequency of Future Non-Binding Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers
The stockholders approved, on a non-binding advisory basis, to hold future non-binding advisory votes to approve the compensation of the Company’s named executive officers every year by the following votes:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||||||
| 26,880,583 | 103,111 | 127,459 | 69,806 | 12,405,182 | ||||||||||||||
Proposal 4 – Ratification of the Selection of Independent Registered Public Accounting Firm
The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020, by the following votes:
| Votes For | Votes Against | Votes Abstain | ||||||||
| 39,324,718 | 204,726 | 56,697 | ||||||||
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.
| CARA THERAPEUTICS, INC. | ||
| By: | /s/ Richard Makara | |
| Richard Makara | ||
| Vice President, Head of Accounting & Controller | ||
| (Principal Financial and Accounting Officer) | ||
Date: June 5, 2020