Item 5.07. Submission of Matters to a Vote of Security Holders

Karuna Therapeutics, Inc. (the "Company") held its previously announced Annual Meeting of Stockholders (the "Annual Meeting") on June 15, 2022, at which a quorum was present. As of April 18, 2022, the record date for the Annual Meeting, there were 29,876,483 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. The Company's stockholders voted on the following matters, which are described in detail in the Company's Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 27, 2022: (i) to elect Steven Paul, M.D., Atul Pande, M.D. and Denice Torres as Class III directors of the Company, each to serve for a three-year term expiring at the Company's annual meeting of stockholders in 2025 or until his or her successor has been duly elected and qualified ("Proposal 1"), (ii) to approve, on an advisory basis, the compensation paid to the Company's named executive officers ("Proposal 2"), (iii) to approve, on an advisory basis, the frequency of future advisory votes on the compensation paid to the Company's named executive officers ("Proposal 3"), and (iv) to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 ("Proposal 4").

Proposal 1 - Election of Directors

The Company's stockholders approved the Class III director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company's stockholders voted for the Class III directors as follows:



Name                   Votes For        Votes Withheld       Broker Non-Votes
Steven Paul, M.D.       23,277,049            3,900,919              1,856,158

Atul Pande, M.D.        23,058,840            4,119,128              1,856,158

Jeffrey Jonas, M.D.     22,375,830            4,802,138              1,856,158

Proposal 2 - Advisory vote on the compensation paid to the Company's named executive officers

The Company's stockholder's approved, on an advisory basis, the compensation paid to the Company's named executive officers. The votes cast at the Annual Meeting were as follows:

Votes For Votes Against Abstain Broker Non-Votes 21,124,063 5,639,878 414,027 1,856,158

Proposal 3 - Advisory vote on the frequency of future advisory votes on the compensation paid to the Company's named executive officers

The votes cast at the Annual Meeting were as follows:

1 Year 2 Years 3 Years Abstain Broker Non-Votes 26,157,158 33,050 572,248 415,512 1,856,158

The Company has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Company's board of directors in the proxy statement for the Annual Meeting, that the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say on pay votes. The next advisory vote regarding the frequency of say on pay votes is required to occur no later than the Company's 2028 annual meeting of stockholders.

Proposal 4 - Ratification of the Selection of Independent Registered Public Accounting Firm

The Company's stockholders ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes cast at the Annual Meeting were as follows:



Votes For    Votes Against   Abstain
29,028,736       2,498        2,892

No other matters were submitted to or voted on by the Company's stockholders at the Annual Meeting.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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