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KODIAK SCIENCES INC.

(KOD)
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KODIAK SCIENCES INC. : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

10/15/2021 | 05:24pm EST

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.


(e)

As previously disclosed, on August 12, 2021, the Board of Directors of Kodiak Sciences Inc. ("Kodiak") approved the Kodiak 2021 Long-Term Performance Incentive Plan (the "LTPIP"), subject to approval by Kodiak stockholders. The LTPIP was approved by Kodiak's stockholders on October 13, 2021 as described below in Item 5.07 of this Current Report on Form 8-K.

The material terms of the LTPIP, and performance stock option awards granted under the LTPIP to our Chief Executive Officer, Senior Vice President and Chief Financial Officer, and Chief Medical Officer and Chief Development Officer, were previously summarized in the sections titled "Summary of the LTPIP", "Material Terms of the LTPIP" and "New Plan Benefits" in the definitive Proxy Statement on Schedule 14 A filed by Kodiak with the Securities and Exchange Commission on September 13, 2021. Such sections are hereby incorporated by reference into this Current Report on Form 8-K and are filed as Exhibit 99.1 hereto.

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

On October 13, 2021, Kodiak held a special meeting (the "Special Meeting") of stockholders at which a quorum was present, and Kodiak's stockholders approved the LTPIP. Approval of the LTPIP required the affirmative vote of each of:



         •   A majority of the voting power of the shares present in person or
             represented by proxy at the Special Meeting and entitled to vote on
             the LTPIP (the "Bylaws Standard"); and




         •   A majority of the votes cast, excluding votes cast by any
             participant in the LTPIP, including Dr. Victor Perlroth (the "Board
             Standard").

The results of the stockholder vote are reported below:

(1) Pursuant to the Bylaws Standard, the votes were as follows:



   For        Against     Abstained   Broker Non-Votes
35,091,116   10,306,865    137,543           0

Accordingly, the votes cast in favor of approving the LTPIP constituted approximately 77% of all shares present in person or represented by proxy at the Special Meeting and entitled to vote on the LTPIP pursuant to the Bylaws Standard.

(2) Pursuant to the Board Standard, the votes were as follows:



   For        Against     Broker Non-Votes
30,489,963   10,306,865          0

--------------------------------------------------------------------------------

Accordingly, the votes cast in favor of approving the LTPIP constituted approximately 75% of all votes cast at the Special Meeting, excluding votes cast by any participant in the LTPIP pursuant to the Board Standard.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.



Exhibit
Number       Description

99.1           Excerpts from the Proxy Statement filed on September 13, 2021.

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

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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