Kiora Pharmaceuticals Inc.

06/11/2026 | Press release | Distributed by Public on 06/11/2026 04:02

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 10, 2026, Kiora Pharmaceuticals, Inc. (the "Company") held its 2026 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment (the "Plan Amendment") to the Company's 2024 Equity Incentive Plan (the "2024 Plan") to increase the number of shares of the Company's common stock available for issuance under the 2024 Plan by 1,500,000 shares.
A detailed summary of the material features of the 2024 Plan, as amended by the Plan Amendment, is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026 (the "Proxy Statement"). That summary and the foregoing description of the Plan Amendment are qualified in their entirety by reference to the full text of the 2024 Plan, as amended by the Plan Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 10, 2026, the Company held the Annual Meeting. At the Annual Meeting, the Company's stockholders voted on the following proposals:
1. the election of Lisa Walters-Hoffert, Aron Shapiro, and Praveen Tyle, Ph.D. as Class II Directors, as nominated by the Company's board of directors (the "Board"), for a three-year term, such term to continue until the annual meeting of stockholders in 2029 or until such directors' successors are duly elected and qualified or until their earlier resignation or removal;
2. the approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers as disclosed in the definitive proxy statement filed with respect to the Annual Meeting;
3. the ratification of the appointment of Haskell & White LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026; and
4. the approval of the amendment of the 2024 Plan to increase the maximum number of shares authorized for issuance thereunder by 1,500,000 shares.
The voting results are reported below.
Proposal 1 - Election of Directors
Lisa Walters-Hoffert, Aron Shapiro, and Praveen Tyle, Ph.D. were elected as Class II Directors for a three-year term, such term to continue until the annual meeting of stockholders in 2029 and until such directors' successors are duly elected and qualified or until their earlier resignation or removal. Due to the plurality election, votes could only be cast in favor of or withheld from the nominee and thus votes against were not applicable. The results of the election were as follows:
Name Votes For Votes Withheld Broker Non-Votes
Lisa Walters-Hoffert 1,037,950 7,719 1,320,660
Aron Shapiro 1,030,543 15,126 1,320,660
Praveen Tyle, Ph.D. 1,029,403 16,266 1,320,660
Proposal 2 - Approval, on a Non-Binding Basis, of the Compensation of the Company's Named Executive Officers
The compensation of the Company's named executive officers as disclosed in the Company's definitive proxy statement filed with respect to the Annual Meeting was approved on a non-binding basis. The results of the vote were as follows:
Votes For Votes Against Votes Abstained Broker Non-Votes
1,019,325 21,670 4,674 1,320,660
Proposal 3 - Ratification of the Appointment of Haskell & White LLP
The appointment of Haskell & White LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. There were no broker non-votes on this proposal. The results of the vote were as follows:
Votes For Votes Against Votes Abstained
2,358,943 5,403 1,983
Proposal 4 - Approval of the Amendment of the 2024 Equity Incentive Plan
The amendment of the 2024 Plan to increase the maximum number of shares authorized for issuance thereunder by 1,500,000 shares was approved. The results of the vote were as follows:
Votes For Votes Against Votes Abstained Broker Non-Votes
732,106 311,987 1,576 1,320,660
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