Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 29, 2021, Kiniksa Pharmaceuticals, Ltd. (the "Company") held its Annual
Meeting of Shareholders (the "Annual Meeting") at which a quorum for the
transaction of business was present. Holders of the Company's Class A common
shares ("Class A Common Shares") and Class B common shares ("Class B Common
Shares") as of the close of business on April 15, 2021 (the "Record Date") were
entitled to notice of and to vote at the Annual Meeting. Each Class A Common
Share is entitled to one vote per share and each Class B Common Share is
entitled to ten votes per share.
The following are the voting results for the proposals considered and voted upon
at the Annual Meeting, all of which were described in the Company's definitive
proxy statement filed with the Securities and Exchange Commission on April 28,
2021.
Proposal 1 - The election of Felix J. Baker, Tracey L. McCain and Kimberly J.
Popovits as Class III Directors to serve until the 2024 Annual Meeting of
Shareholders and until their respective successors have been duly elected and
qualified.
Nominee Votes FOR Votes WITHHELD Broker Non-Votes
Felix J. Baker 32,782,124 8,450,135 3,111,864
Tracey L. McCain 35,881,809 5,350,450 3,111,864
Kimberly J. Popovits 35,840,708 5,391,551 3,111,864
Proposal 2 - The (a) appointment of PricewaterhouseCoopers LLP as the Company's
auditor until the close of the Company's next Annual Meeting of Shareholders,
(b) delegation to the Company's Board of Directors, through the Audit Committee
of the Board of Directors, of the authority to set the auditor's remuneration
for such period, and (c) ratification of the appointment of
PricewaterhouseCoopers LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2021.
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
44,257,066 65,984 21,073 0
Proposal 3 - The approval, on a non-binding, advisory basis, of the compensation
of our named executive officers as disclosed in the Company's proxy statement
for the Annual Meeting pursuant to the applicable compensation disclosure rules
of the Securities and Exchange Commission, including the compensation tables and
narrative discussion.
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
40,582,357 625,207 24,695
3,111,864
Proposal 4 - The vote, on a non-binding, advisory basis, on the frequency with
which shareholders will be asked to cast a non-binding advisory vote on the
compensation of the Company's named executive officers.
One Year Two Years Three Years Votes Abstained
40,859,648 66,251 266,131 40,229
Based on the foregoing votes, (a) Felix J. Baker, Tracey L. McCain and Kimberly
J. Popovits were elected as Class III directors, (b) Proposal 2 was approved,
(c) Proposal 3 was approved, and (d) the Company's shareholders recommended that
future shareholder advisory votes on the compensation of the Company's named
executive officers be held every year. In accordance with the results of the
non-binding, advisory vote of the Company's shareholders and the recommendation
of its board of directors, the Company has determined that future advisory votes
on named executive compensation will be held every year until the next required
advisory vote on the frequency of shareholder votes on executive compensation.
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