Kiniksa Pharmaceuticals International plc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 3, 2025, Kiniksa Pharmaceuticals International, plc (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) at which a quorum was present. Holders of the Company’s Class A ordinary shares (“Class A Shares”) and Class B ordinary shares (“Class B Shares”) as of the close of business on April 8, 2025 (the “Record Date”) were entitled to notice of and to vote at the Annual Meeting. Each Class A Share was entitled to one vote per share and each Class B Share was entitled to ten votes per share.
The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2025. Each proposal below was duly passed by the Company’s shareholders at the Annual Meeting.
Ordinary Resolutions
Proposal 1 - The re-election of Sanj K. Patel, Thomas R. Malley and Richard S. Levy as Class I Directors to serve until the 2028 Annual Meeting of Shareholders and until their respective successors have been appointed or until their earlier resignation or vacation of office.
| Nominee | Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non - Votes | ||||
| Sanj K. Patel | 48,345,527 | 1,315,700 | 17,215 | 2,718,179 | ||||
| Thomas R. Malley | 40,767,926 | 8,874,763 | 35,753 | 2,718,179 | ||||
| Richard S. Levy | 48,474,904 | 1,182,085 | 21,453 | 2,718,179 |
Proposal 2 - The re-election of Stephen R. Biggar, G. Bradley Cole and Barry D. Quart as Class II Directors to serve until the 2026 Annual Meeting of Shareholders and until their respective successors have been appointed or until their earlier resignation or vacation of office.
| Nominee | Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non - Votes | ||||
| Stephen R. Biggar | 34,345,226 | 15,310,717 | 22,499 | 2,718,179 | ||||
| G. Bradley Cole | 48,537,052 | 1,118,892 | 22,498 | 2,718,179 | ||||
| Barry D. Quart | 48,477,460 | 1,179,591 | 21,391 | 2,718,179 |
Proposal 3 - The re-election of Felix J. Baker, M. Cantey Boyd, Tracey L. McCain and Kimberly J. Popovits as Class III Directors to serve until the 2027 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified.
| Nominee | Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non - Votes | ||||
| Felix J. Baker, Ph.D. | 37,399,001 | 12,262,083 | 17,358 | 2,718,179 | ||||
| M. Cantey Boyd | 49,525,094 | 131,795 | 21,553 | 2,718,179 | ||||
| Tracey L. McCain | 48,523,788 | 1,119,195 | 35,459 | 2,718,179 | ||||
| Kimberly J. Popovits | 48,444,882 | 1,212,399 | 21,161 | 2,718,179 |
Proposal 4 – To approve the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s UK statutory auditors until the close of the Company’s next Annual Meeting.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non - Votes | |||
| 52,360,413 | 18,079 | 18,129 | 0 |
Proposal 5 – To ratify the appointment of PwC as the Company’s US independent registered public accounting firm for the fiscal year ending December 31, 2025.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non - Votes | |||
| 52,359,608 | 19,322 | 17,691 | 0 |
Proposal 6 – To authorize the Company’s board of directors, through its audit committee, to determine PwC’s remuneration in its capacity as the Company’s UK statutory auditors until the close of its next Annual Meeting of Shareholders.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non - Votes | |||
| 52,357,935 | 8,139 | 30,547 | 0 |
Proposal 7 – To receive the Company’s UK statutory annual account and report for the period ended December 31, 2024.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non - Votes | |||
| 51,839,847 | 1,442 | 555,332 | 0 |
Proposal 8 – To approve, on an advisory non-binding basis, the Company’s UK Statutory Directors’ Annual Remuneration Report for the period ended December 31, 2024.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non - Votes | |||
| 49,232,977 | 427,203 | 18,262 | 2,718,179 |
Proposal 9 – To approve the Company’s UK Statutory Directors’ Remuneration Policy.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non - Votes | |||
| 49,456,271 | 199,712 | 22,459 | 2,718,179 |
Proposal 10 – To approve, on an advisory non-binding basis, the compensation of the Company’s named executive officers.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non - Votes | |||
| 49,107,201 | 550,666 | 20,575 | 2,718,179 |
Proposal 11 – To authorize the Company's board of directors to allot shares or convert securities into shares with a total nominal amount capped at $6,976.33, which represents approximately 35% of the Company’s issued ordinary share capital on the Record Date.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non - Votes | |||
| 41,191,486 | 11,185,289 | 19,846 | 0 |
Special Resolutions
Proposal 12 - Pending approval of Proposal No. 11, to grant the Company’s board of directors the authority to issue equity securities for cash, with a total allotment value capped at $6,976.33, with such authority expiring on June 2, 2030, as if U.K. statutory pre-emption rights did not apply.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non - Votes | |||
| 40,676,836 | 11,705,229 | 14,556 | 0 |
Proposal 13 – To authorize the Company to conduct a transaction with Kiniksa Pharmaceuticals, Ltd., the Company’s wholly-owned subsidiary, whereby the Company will redeem preference shares previously issued to it through the capitalization of the Company’s merger reserve account and subsequently cancel the merger reserve bonus share issued as part of such capitalization via a court-approved process, thus creating distributable reserves to be utilized to redeem such preference shares and thereby allowing for the liquidation of such subsidiary.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non - Votes | |||
| 52,354,709 | 23,158 | 18,754 | 0 |
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.
| KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC | ||
| Date: June 3, 2025 | By: | /s/ Madelyn Zeylikman |
| Madelyn Zeylikman | ||
| Senior Vice President, General Counsel and Secretary | ||