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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) 

of theSecurities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 2, 2026

 

 

Keenova Therapeutics plc

(Exact name of registrant as specified in its charter)

 

     
Ireland 001-35803 98-1088325
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     

 

College Business & Technology Park, Cruiserath, Blanchardstown, Dublin 15, Ireland

(Address of principal executive offices)

 

+353 1 6960000

(Registrant’s telephone number, including area code)

 

 

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:

 

¨ 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: 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