Cara Therapeutics Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws. |
Amendment of Certificate of Incorporation
On June 7, 2024, Cara Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation (the “Certificate”) with the Secretary of State of the State of Delaware. The Company’s board of directors and stockholders previously approved the Certificate, which increases the authorized shares of common stock of the Company from 100,000,000 shares to 200,000,000 shares. The Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 4, 2024, the Company held its Annual Meeting of Stockholders (“Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the five 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, 2024.
Proposal 1 - Election of Directors
Dr. Susan Shiff and Ms. Helen M. Boudreau were each elected to serve as a director of the Company’s Board of Directors until the 2027 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 | |||||||||
| Susan Shiff, Ph.D. | 20,753,354 | 6,256,188 | 12,814,548 | |||||||||
| Helen M. Boudreau | 26,317,774 | 691,768 | 12,814,548 | |||||||||
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 | |||||||||||
| 16,277,985 | 10,660,228 | 71,329 | 12,814,548 | |||||||||||
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, 2024, by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 39,560,082 | 188,261 | 75,747 | 0 | |||||||||||
Proposal No. 4 – Increase the Authorized Shares of Common Stock
The stockholders approved the amendment of the Company’s Certificate of Incorporation to increase the authorized number of shares of common stock from 100,000,000 to 200,000,000, by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 36,799,337 | 2,931,128 | 93,625 | 0 | |||||||||||
Proposal No. 5 – A Series of Alternate Amendments to Effect a Reverse Stock Split and Effect a Proportionate Reduction in the Total Number of Authorized Shares of Common Stock
The stockholders approved series of alternate amendments to the Company’s Amended and Restated Certificate of Incorporation, each of which would effect, at the option of the Company’s Board of Directors, a reverse stock split of all issued and outstanding shares of the Company’s common stock, at a ratio ranging from one-for-four (1:4) to one-for-twelve (1:12), inclusive and a corresponding proportionate reduction in the total number of authorized shares of the Company’s common stock, with the effectiveness of one of such amendments and the abandonment of the other amendments, or the abandonment of all amendments, to be determined by the Board of Directors prior to the date of the 2025 Annual Meeting of Stockholders, by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 37,402,816 | 2,269,731 | 151,543 | 0 | |||||||||||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation of Cara Therapeutics, Inc. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) | |
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 7, 2024