UNITED STATES
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FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting of Stockholders (the “Special Meeting”) of Kala Pharmaceuticals, Inc. (the “Company”) held on April 24, 2023, the Company’s stockholders voted on the following proposals:
| 1. | The Company’s stockholders approved the one-time exchange of stock options issued under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan, the Company’s 2017 Equity Incentive Plan, and inducement awards granted to certain newly hired employees in accordance with Nasdaq Listing Rule 5635(c)(4) that are held by executive officers, other employees, and non-employee directors of the Company for newly issued restricted stock units (the “Option Exchange Proposal”). The results of the stockholders’ vote with respect to the Option Exchange Proposal were as follows: |
Votes For |
| Votes Against |
| Votes Abstaining |
| Broker Non- |
385,429 | 57,585 | 4,580 | 525,624 |
| 2. | The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (the “Auditor Ratification Proposal”). The results of the stockholders’ vote with respect to such ratification were as follows: |
Votes For |
| Votes Against |
| Votes Abstaining |
| Broker Non- |
937,505 | 23,974 | 11,739 | 0 |
| 3. | The Company’s stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Option Exchange Proposal and the Auditor Ratification Proposal. The results of the stockholders’ vote with respect to such adjournment proposal were as follows: |
Votes For |
| Votes Against |
| Votes Abstaining |
| Broker Non- |
873,292 | 94,743 | 5,183 | 0 |
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.
| KALA PHARMACEUTICALS, INC. | |
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Date: April 25, 2023 | By: | /s/ Eric L. Trachtenberg |
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| Eric L. Trachtenberg |
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| General Counsel, Chief Compliance Officer and Corporate Secretary |