UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 16, 2021, at which a quorum was present. As of April 19, 2021, the record date for the Annual Meeting, there were 29,457,896 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, 2021: (i) to elect Christopher Coughlin, James Healy, M.D., Ph.D. and Jeffrey Jonas, M.D. as Class II directors of the Company, each to serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2024 or until his successor has been duly elected and qualified (“Proposal 1”) and (ii) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (“Proposal 2”).
Proposal 1 – Election of Directors
The Company’s stockholders approved the Class II director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for the Class II directors as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Christopher Coughlin |
22,074,400 | 4,986,606 | 854,618 | |||||||||
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| James Healy, M.D., Ph.D. |
16,593,891 | 10,467,115 | 854,618 | |||||||||
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| Jeffrey Jonas, M.D. |
19,444,205 | 7,616,801 | 854,618 | |||||||||
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Proposal 2 – 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, 2021. The votes cast at the Annual Meeting were as follows:
| Votes For | Votes Against | Abstain | ||
| 27,913,189 |
423 | 2,012 | ||
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No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
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.
| Karuna Therapeutics, Inc. | ||||||
| Date: June 21, 2021 | By: | /s/ Troy Ignelzi | ||||
| Troy Ignelzi | ||||||
| Chief Financial Officer | ||||||