Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2023 Annual Meeting of Stockholders of Kala Pharmaceuticals, Inc. (the "Company") held on June 22, 2023 (the "Annual Meeting"), the Company's stockholders approved the Amended and Restated 2017 Equity Incentive Plan (the "A&R 2017 Plan"), which amends and restates the Company's 2017 Equity Incentive Plan, as amended.

The A&R 2017 Plan, which had previously been adopted by the Company's Board of Directors (the "Board"), subject to stockholder approval, (i) increases the number of shares available for issuance under the plan by 1,250,000 shares, subject to adjustment in the event of stock splits, stock dividends and certain other events; (ii) eliminates the fixed share cap on the annual increase in the shares available for issuance under the plan and clarifies that the percentage increase is based on the number of shares of the Company's common stock outstanding (assuming the conversion of all outstanding shares of the Company's convertible preferred stock into common stock, including the shares of the Company's Series E Convertible Non-Redeemable Preferred Stock, without regard to any restrictions or limitations on conversion), but maintains the percentage increase at 4% of such shares on the date of such increase (or a lesser amount determined by the Board); (iii) limits the number of incentive stock options that can be granted under the plan to 7,738,761 shares of common stock, subject to adjustment in the event of stock splits, stock dividends and certain other events; (iv) adds an annual limit on non-employee director compensation, including cash and the value of equity awards, of $750,000 for incumbent directors and $1,000,000 in a director's first year of service; and (v) extends the term of the plan (including the duration of the evergreen) to 10 years from June 22, 2023, the date that stockholders approved the A&R 2017 Plan.

The description of the A&R 2017 Plan contained on pages 58 to 66 of the

Company's definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the "Commission") on May 11, 2023 (the "Proxy Statement"), is incorporated herein by reference. A complete copy of the A&R 2017 Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company's stockholders voted on the proposals set forth below. A more detailed description of each proposal is set forth in the Proxy Statement.



  1. The Company's stockholders elected C. Daniel Myers and Howard B. Rosen as
     Class III directors, each to serve for a three-year term expiring at the 2026
     Annual Meeting of Stockholders and until his successor has been duly elected
     and qualified. The results of the stockholders' vote with respect to the
     election of such Class III directors were as follows:


                               Votes     Broker Non-
                  Votes For   Withheld      Votes
C. Daniel Myers    544,974     26,177      594,432
Howard B. Rosen    550,334     20,817      594,432


  2. The Company's stockholders approved the non-binding, advisory vote on the
     compensation paid to its named executive officers. The results of the
     stockholders' non-binding, advisory vote with respect to compensation paid to
     the Company's named executive officers were as follows:


             Votes      Votes      Broker Non-
Votes For   Against   Abstaining      Votes
 498,054    57,912      15,185       594,432

3. The Company's stockholders recommend, in a non-binding, advisory vote, that


     future advisory votes on the compensation of the Company's named executive
     officers be held every year. The results of the stockholders' non-binding,
     advisory vote with respect to the frequency of future executive compensation
     advisory votes were as follows:


                                                         Votes      Broker Non-
Every One Year   Every Two Years   Every Three Years   Abstaining      Votes
   546,761            4,425             17,435           2,530        594,432

After taking into consideration the foregoing voting results and the prior recommendation of the Board in favor of an annual stockholder advisory vote on the compensation of the Company's named executive officers, the Board intends to hold future advisory votes on the compensation of the Company's named executive officers every year.



  4. The Company's stockholders approved the A&R 2017 Plan. The results of the
     stockholders' vote with respect to the A&R 2017 Plan were as follows:


             Votes      Votes      Broker Non-
Votes For   Against   Abstaining      Votes
 495,640    71,992      3,519        594,432

5. The Company's stockholders did not approve an amendment to the Company's


     Restated Certificate of Incorporation to change the Company's name from "Kala
     Pharmaceuticals, Inc." to "Kala Bio, Inc." The results of the stockholders'
     vote with respect to the amendment to change the Company's name were as
     follows:


             Votes      Votes      Broker Non-
Votes For   Against   Abstaining      Votes
1,151,465   11,194      2,924           0

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit
Number    Description

99.1        Kala Pharmaceuticals, Inc. Amended and Restated 2017 Equity Incentive
          Plan (incorporated by reference to Exhibit 99.1 to the registrant's
          Registration Statement on Form S-8 (File No. 333-272834) filed with the
          Commission on June 22, 2023)
104       Cover Page Interactive Data File (embedded within inline XBRL document)

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