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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 1, 2023



(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 1, 2023, 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 20, 2023.


Proposal 1 – Election of Directors


Mr. Martin Vogelbaum and Dr. Lisa von Moltke were each elected to serve as a director of the Company’s Board of Directors until the 2026 Annual Meeting of Stockholders and until their successor is duly elected or until their earlier resignation or removal, by the following votes:


Nominee  Votes For   Votes Withheld   Broker Non-Votes 
Martin Vogelbaum   28,082,224    6,629,677    9,302,045 
Lisa von Moltke, M.D.   32,087,634    2,624,267    9,302,045 


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 
 26,928,795    7,711,887    71,219    9,302,045 


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, 2023, by the following votes:


 Votes For    Votes Against    Abstentions    Broker Non-Votes  
 43,767,233    179,748    66,965     








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.


    Ryan Maynard
    Chief Financial Officer
    (Principal Financial and Accounting Officer)


Date: June 2, 2023