UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 23, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (412 ) 586-5830
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:
| 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)) | |||||
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 May 20, 2022, Krystal Biotech, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter.
Proposal One: Election of Class II Directors
The Company’s stockholders elected Daniel S. Janney, Dino A. Rossi, and E. Rand Sutherland as members of the Company’s Board of Directors as Class II directors for a three-year term. The results of the vote were as follows:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Daniel S. Janney | 16,477,053 | 3,359,641 | 2,292,505 | |||||||||||||||||
| Dino A. Rossi | 16,642,737 | 3,193,957 | 2,292,505 | |||||||||||||||||
| E. Rand Sutherland | 19,828,360 | 8,334 | 2,292,505 | |||||||||||||||||
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the vote were as follows:
| Votes For | Votes Against | Abstentions | |||||||||||||||
| 21,966,753 | 3,157 | 159,289 | |||||||||||||||
Proposal Three: Non-Binding, Advisory Vote On Named Executive Officer Compensation
The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2021, as disclosed in the Company’s proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The results of the vote were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 16,441,350 | 3,335,424 | 59,920 | 2,292,505 | |||||||||||||||||
Proposal Four: Non-Binding, Advisory Vote on the Frequency of Advisory Votes on Named Executive Officer Compensation
The Company’s stockholders recommended, on an advisory (non-binding) basis, every year as the frequency of future advisory votes on the compensation of the Company’s named executive officers. The results of the vote were as follows:
| Every Year | Two Years | Three Years | Abstentions | ||||||||||||||||||||
| 19,579,383 | 1,326 | 196,689 | 59,296 | ||||||||||||||||||||
Based on these voting results, and the recommendation of the Company’s Board of Directors that was included in the proxy statement for the Annual Meeting, the Company has determined that it will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next stockholder advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: | KRYSTAL BIOTECH, INC. | |||||||||||||||||||
| By: | /s/ Krish S. Krishnan | |||||||||||||||||||
| Name: | Krish S. Krishnan | |||||||||||||||||||
| Title: | Chairman and Chief Executive Officer | |||||||||||||||||||