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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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.):
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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).
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 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 | – |
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/ RYAN MAYNARD | |
| Ryan Maynard | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
Date: June 2, 2023