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Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 2, 2022



(Exact name of registrant as specified in its charter)


Delaware   001-36279   75-3175693

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


4 Stamford Plaza

107 Elm Street, 9th Floor

Stamford, Connecticut

 (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 5.07Submission of Matters to a Vote of Security Holders.


On June 2, 2022, 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 22, 2022.


Proposal 1 – Election of Directors


Dr. Jeffrey L. Ives, Ph.D. and Mr. Christopher Posner were each elected to serve as a director of the Company’s Board of Directors until the 2025 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
Jeffrey L. Ives, Ph.D.  28,330,186  6,349,767  9,753,243
Christopher Posner  34,246,323  433,630  9,753,243


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
27,112,737  7,510,336  56,880  9,753,243



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, 2022, by the following votes:


Votes For  Votes Against  Abstentions  Broker Non-Votes
44,134,909  238,342  59,945 







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.


    Thomas Reilly
    Chief Financial Officer
    (Principal Financial and Accounting Officer)


Date: June 7, 2022