UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2025, Kodiak Sciences Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, proxies representing 43,370,916 shares of the Company’s common stock, or 82.20% of the total shares entitled to vote, were present and voted on the following proposals, which are described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on April 22, 2025:
Proposal One - Election of Class I Directors.
The following nominees were each elected as a Class I director to serve until the 2028 annual meeting of stockholders or until his successor is duly elected and qualified.
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Richard S. Levy, M.D. |
29,171,558 | 8,444,575 | 5,754,783 | |||||||||
| Robert A. Profusek, J.D. |
24,691,172 | 12,924,961 | 5,754,783 | |||||||||
Proposal Two – Advisory Approval of the Compensation of Named Executive Officers.
The compensation of the Company’s named executive officers was approved, on an advisory basis, by the stockholders.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 35,200,864 | 2,365,796 | 49,473 | 5,754,783 |
Proposal Three – Ratification of the Appointment of Independent Registered Public Accounting Firm.
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025 was ratified.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 43,031,110 | 36,185 | 303,621 | — |
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.
| KODIAK SCIENCES INC. | ||||||
| Date: June 3, 2025 | By: | /s/ Victor Perlroth | ||||
| Victor Perlroth, M.D. | ||||||
| Chief Executive Officer | ||||||
Document and Entity Information |
Jun. 02, 2025 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001468748 |
| Document Type | 8-K |
| Document Period End Date | Jun. 02, 2025 |
| Entity Registrant Name | Kodiak Sciences Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-38682 |
| Entity Tax Identification Number | 27-0476525 |
| Entity Address, Address Line One | 1250 Page Mill Road |
| Entity Address, City or Town | Palo Alto |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94304 |
| City Area Code | (650) |
| Local Phone Number | 281-0850 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, par value $0.0001 |
| Trading Symbol | KOD |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |