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 30, 2024
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (617 ) 314-6297
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Securities registered pursuant to Section 12(b) of the Act:
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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 May 30, 2024, Keros Therapeutics, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following four proposals: (1) to elect three nominees for director to hold office until the Company’s 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified (“Proposal 1”), (2) to ratify the selection by the Audit Committee of the Board of Directors of the Company (the “Board of Directors”) of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024 (“Proposal 2”), (3) to approve, on an advisory basis, the compensation of the Company’s named executive officers (“Proposal 3”) as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2024 (the “Proxy Statement”) and (4) to indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers (“Proposal 4”). Each of Proposal 1, Proposal 2, Proposal 3 and Proposal 4 are described in detail in the Proxy Statement. The final results of the voting on each proposal are set forth below.
Proposal 1 – Election of Directors
The Company’s stockholders elected the three persons listed below as directors, each to serve until the Company’s 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The votes cast were as follows:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Jasbir Seehra, Ph.D. | 28,980,411 | 199,924 | 3,109,658 | |||||||||||||||||
| Nima Farzan | 22,751,167 | 6,429,168 | 3,109,658 | |||||||||||||||||
| Julius Knowles | 21,464,815 | 7,715,520 | 3,109,658 | |||||||||||||||||
Proposal 2 – Ratification of the Selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2024
The Company’s stockholders approved Proposal 2. The votes cast were as follows:
| Votes For | Votes Against | Votes Abstain | ||||||||||||
| 32,276,768 | 1,439 | 14 | ||||||||||||
There were no broker non-votes with respect to Proposal 2.
Proposal 3 – Advisory Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, Proposal 3. The votes cast were as follows:
| Votes For | Votes Against | Votes Abstain | Broker Non-Votes | |||||||||||||||||
| 28,988,355 | 183,267 | 8,066 | 3,098,533 | |||||||||||||||||
Proposal 4 – Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation
The Company’s stockholders indicated, on a non-binding advisory basis, the preferred frequency for the solicitation of future advisory stockholder approval of the compensation paid to the Company’s named executive officers be held every year. The votes cast were as follows:
| One Year | Two Years | Three Years | Votes Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 29,055,441 | 115 | 113,007 | 11,126 | 3,098,532 | ||||||||||||||||||||||
Consistent with the stockholder voting results above and the recommendation of the Board of Directors as disclosed in the Proxy Statement, the Board of Directors has determined to solicit a non-binding advisory vote on the compensation of the Company’s named executive officers every year until the next required stockholder vote on the frequency of such non-binding advisory vote, or until the Board of Directors determines that a different frequency of such non-binding advisory vote is in the best interest of the Company’s stockholders.
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.
| KEROS THERAPEUTICS, INC. | ||||||||
| By: | /s/ Jasbir Seehra | |||||||
Jasbir Seehra, Ph.D. Chief Executive Officer | ||||||||
Dated: May 30, 2024