8-K
0001445283falseKINETA, INC./DENASDAQ00014452832024-06-212024-06-21

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): June 21, 2024

 

 

 

KINETA, INC.

 

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

001-37695

20-8436652

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

7683 SE 27th Street, Suite 481

 

 

Mercer Island, WA

 

98040

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (206) 378-0400

 

Not Applicable

 

(Former name or former address, if changed since last report)

 

 

 

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. below):

 

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading

Name of each exchange

 

 

Symbol(s)

on which registered

 

Common Stock, par value $0.001 per share

 

KA

 

The Nasdaq Capital Market

 

 

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 21, 2024, Kineta, Inc. (the “Company”) held its previously announced 2024 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. The proposals voted on at the Annual Meeting and the final voting results for each proposal are as follows:

 

1. The Company’s stockholders elected the three director nominees listed below to serve as Class III directors until the Company’s 2027 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal, with the votes cast as follows:

 

Class III Director Nominee

 

For

 

 

Withheld

 

 

Broker Non-Votes

 

Kimberlee C. Drapkin

 

 

3,333,089

 

 

 

69,544

 

 

 

2,905,902

 

Scott Dylla, Ph.D.

 

 

3,323,743

 

 

 

78,890

 

 

 

2,905,902

 

Marion R. Foote

 

 

3,157,010

 

 

 

245,623

 

 

 

2,905,902

 

 

2. The Company’s stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, with the votes cast as follows:

 

For

 

 

Against

 

 

Withheld

 

 

Broker Non-Votes

 

 

6,176,480

 

 

 

81,445

 

 

 

50,610

 

 

 

-

 

 

 

3. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement, with the votes cast as follows:

 

For

 

 

Against

 

 

Withheld

 

 

Broker Non-Votes

 

 

3,064,450

 

 

 

90,693

 

 

 

247,490

 

 

 

2,905,902

 

 

 

4. The Company’s stockholders recommended, on an advisory basis, to set the frequency of future advisory votes on the compensation of the Company’s named executive officers, to every one year, with the votes cast as follows:

 

 

1 Year

 

 

2 Years

 

 

3 Years

 

 

Abstain

 

 

2,998,760

 

 

 

25,702

 

 

 

143,970

 

 

 

234,201

 

 

In light of the results of the non-binding advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers, the Company’s Board of Directors has determined to hold a non-binding advisory vote on executive compensation annually until the next required non-binding advisory vote on the frequency of holding future votes regarding the compensation of the Company’s named executive officers.

 


 

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.

 

Date: June 25, 2024

 

Kineta, Inc.

 

By:

/s/ Craig Philips

Name:

Craig Philips

Title:

President