Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2023 Annual Meeting of Stockholders of Kala Pharmaceuticals, Inc. (the “Company”) held on June 22, 2023 (the “Annual Meeting”), the Company’s stockholders approved the Amended and Restated 2017 Equity Incentive Plan (the “A&R 2017 Plan”), which amends and restates the Company’s 2017 Equity Incentive Plan, as amended.
The A&R 2017 Plan, which had previously been adopted by the Company’s Board of Directors (the “Board”), subject to stockholder approval, (i) increases the number of shares available for issuance under the plan by 1,250,000 shares, subject to adjustment in the event of stock splits, stock dividends and certain other events; (ii) eliminates the fixed share cap on the annual increase in the shares available for issuance under the plan and clarifies that the percentage increase is based on the number of shares of the Company’s common stock outstanding (assuming the conversion of all outstanding shares of the Company’s convertible preferred stock into common stock, including the shares of the Company’s Series E Convertible Non-Redeemable Preferred Stock, without regard to any restrictions or limitations on conversion), but maintains the percentage increase at 4% of such shares on the date of such increase (or a lesser amount determined by the Board); (iii) limits the number of incentive stock options that can be granted under the plan to 7,738,761 shares of common stock, subject to adjustment in the event of stock splits, stock dividends and certain other events; (iv) adds an annual limit on non-employee director compensation, including cash and the value of equity awards, of $750,000 for incumbent directors and $1,000,000 in a director’s first year of service; and (v) extends the term of the plan (including the duration of the evergreen) to 10 years from June 22, 2023, the date that stockholders approved the A&R 2017 Plan.
The description of the A&R 2017 Plan contained on pages 58 to 66 of the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the “Commission”) on May 11, 2023 (the “Proxy Statement”), is incorporated herein by reference. A complete copy of the A&R 2017 Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on the proposals set forth below. A more detailed description of each proposal is set forth in the Proxy Statement.
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| 1. | The Company’s stockholders elected C. Daniel Myers and Howard B. Rosen as Class III directors, each to serve for a three-year term expiring at the 2026 Annual Meeting of Stockholders and until his successor has been duly elected and qualified. The results of the stockholders’ vote with respect to the election of such Class III directors were as follows: |
| | | | | | |
| | Votes For | | Votes
Withheld | | Broker Non-
Votes |
C. Daniel Myers | | 544,974 | | 26,177 | | 594,432 |
Howard B. Rosen | | 550,334 | | 20,817 | | 594,432 |
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| 2. | The Company’s stockholders approved the non-binding, advisory vote on the compensation paid to its named executive officers. The results of the stockholders’ non-binding, advisory vote with respect to compensation paid to the Company’s named executive officers were as follows: |
| | | | | | |
Votes For | | Votes Against | | Votes Abstaining | | Broker Non-
Votes |
498,054 | | 57,912 | | 15,185 | | 594,432 |
| 3. | The Company’s stockholders recommend, in a non-binding, advisory vote, that future advisory votes on the compensation of the Company’s named executive officers be held every year. The results of the stockholders’ non-binding, advisory vote with respect to the frequency of future executive compensation advisory votes were as follows: |
Every One Year | | Every Two Years | | Every Three Years | | Votes Abstaining | | Broker Non-
Votes |
546,761 | | 4,425 | | 17,435 | | 2,530 | | 594,432 |
