UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Securities registered pursuant to Section 12(b) of the Act: None
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. |
Each of the items listed below was submitted to a vote of shareholders at the 2026 Annual General Meeting of Shareholders (the “2026 AGM”) on June 2, 2026 and is described in more detail in Keenova Therapeutics plc’s (the “Company”) definitive proxy statement for the 2026 AGM, filed by the Company with the U.S. Securities and Exchange Commission on April 27, 2026. The final results for each of the matters submitted to a vote of shareholders are as follows:
Proposal 1: By separate resolutions, to elect as directors and to hold office, expiring at the end of the Company’s Annual General Meeting of Shareholders in 2027 (the “2027 AGM”), the following individuals:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|||||||||
| Paul M. Bisaro | 25,282,713 | 8,884 | 191,295 | 310,829 | ||||||||
| Leslie Donato | 25,291,597 | 0 | 191,295 | 310,829 | ||||||||
| Katina Dorton | 25,291,597 | 0 | 191,295 | 310,829 | ||||||||
| Paul Efron | 25,162,447 | 84,006 | 236,439 | 310,829 | ||||||||
| Scott Hirsch | 25,176,548 | 72,773 | 233,571 | 310,829 | ||||||||
| Sophia Langlois | 25,265,940 | 25,657 | 191,295 | 310,829 | ||||||||
| Sigurdur O. Olafsson | 25,285,209 | 6,388 | 191,295 | 310,829 | ||||||||
| Marc Yoskowitz | 25,272,285 | 19,312 | 191,295 | 310,829 | ||||||||
| Jonathan Zinman | 25,265,940 | 25,657 | 191,295 | 310,829 |
Each of the foregoing nominees was elected to hold office until the conclusion of the 2027 AGM or until his or her earlier death, resignation or removal.
Proposal 2: Advisory non-binding vote to approve the re-appointment of PricewaterhouseCoopers LLP as the independent auditors of the Company and, by binding vote, to authorize the Audit Committee of the Board of Directors to set the independent auditors’ remuneration.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|||||||
| 25,602,426 | 0 | 191,295 | 0 |
Proposal 3: Advisory non-binding vote to approve the Company’s executive compensation.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|||||||
| 24,965,301 | 326,296 | 191,295 | 310,829 |
Proposal 4: Advisory non-binding vote to approve the frequency of future advisory non-binding votes to approve the Company’s executive compensation.
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTES |
|||||||||
| 25,117,919 | 172,952 | 726 | 191,295 | 310,829 |
In light of the results of Proposal 4, and consistent with the Board of Directors’ recommendation, the Company intends to continue to include an advisory non-binding vote to approve the Company’s executive compensation in its proxy materials annually until the next required vote on the frequency of future advisory non-binding votes to approve the Company’s executive compensation.
Proposal 5: Approve the reduction of Company capital (Special Resolution).
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|||||||
| 25,256,218 | 35,379 | 191,295 | 310,829 |
Proposal 6: Approve an amendment to the Company’s articles of association (Special Resolution).
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|||||||
| 25,476,547 | 6,345 | 0 | 310,829 |
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.
| KEENOVA THERAPEUTICS PLC | ||
| (registrant) | ||
| By: | /s/ Mark Tyndall | |
| Mark Tyndall | ||
| Executive Vice President, Chief Legal Officer & Corporate Secretary | ||
Date: June 3, 2026