0001346830 false 0001346830 2021-06-03 2021-06-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): June 3, 2021

 

CARA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-36279 75-3175693
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
4 Stamford Plaza
107 Elm Street
, 9th Floor
Stamford
, Connecticut
  06902
(Address of principal executive offices)   (Zip Code)
     
Registrant's telephone number, including area code (203) 406-3700
     

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 (see General Instruction A.2.):

 

¨ 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, par value $0.001 per share CARA 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 June 3, 2021, Cara Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the three 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 23, 2021.

 

Proposal 1 – Election of Directors

 

Mr. Harrison M. Bains, Jr. and Dr. Susan Shiff, Ph.D. were each elected to serve as a director of the Company’s Board of Directors until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected or until his or her earlier resignation or removal, by the following votes:

 

Nominee  Votes For  Votes Withheld  Broker Non-Votes
Harrison M. Bains, Jr  28,448,858  836,904  11,995,880
Susan Shiff, Ph.D.  27,902,976  1,382,786  11,995,880

 

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
28,190,965  979,010  115,787  11,995,880

 

Proposal 3 – Ratification of the Selection of Independent Registered Public Accounting Firm

 

The stockholders ratified the selection by the Audit Committee of the Board of Directors of the Company of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021, by the following votes:

 

Votes For  Votes Against  Votes Abstain  Broker Non-Votes
39,581,075  1,661,532  39,035 

 

 

 

 

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/ THOMAS REILLY
    Thomas Reilly
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

Date: June 7, 2021