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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2024



Kodiak Sciences Inc.

(Exact name of Registrant as Specified in Its Charter)




Delaware   001-38682   27-0476525

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


1200 Page Mill Road

Palo Alto, CA

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (650) 281-0850

Not Applicable

(Former name or former address, if changed since last report)



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):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common stock, par value $0.0001   KOD   The Nasdaq Stock Market LLC

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 4, 2024, Kodiak Sciences Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, proxies representing 44,850,410 shares of the Company’s common stock, or 85.37% 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 23, 2024:

Proposal One - Election of Class III Directors.

The following nominees were each elected as a Class III director to serve until the 2027 annual meeting of stockholders or until his successor is duly elected and qualified.


Nominee      For      Withheld      Broker Non-Votes

Felix J. Baker, Ph.D.

     27,555,597      13,043,671      4,251,142

Victor Perlroth, M.D.

     39,408,580      1,466,194      3,975,636

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
36,430,878   4,405,093   39,312   3,975,127

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, 2024 was ratified.


For   Against   Abstain   Broker Non-Votes
44,168,820   65,022   616,568  


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.


Date: June 6, 2024     By:  

/s/ Victor Perlroth

      Victor Perlroth, M.D.
      Chief Executive Officer