Form 8-K

KODIAK SCIENCES INC.

Date: June 7, 2021

/s/ Victor Perlroth

Victor Perlroth, M.D.

Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 7, 2021

KODIAK SCIENCES INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-38682

27-0476525

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1200 Page Mill Road

Palo Alto, CA

94304

(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

Trading

Symbol(s)

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 7, 2021, Kodiak Sciences Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, proxies representing 45,112,118 shares of the Company’s common stock, or approximately 88.01% 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 (the “SEC”) on April 28, 2021:

Proposal One – Election of Class III Directors.

The following nominees were each elected as a Class III director to serve until the 2024 annual meeting of stockholders or until his successor is duly elected and qualified.


Nominee	For		Withheld		Broker Non-Votes
Felix J. Baker, Ph.D.		31,927,751		10,891,994		2,292,373
Victor Perlroth, M.D.		41,009,932		1,809,813		2,292,373

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 by the vote set forth in the table below:


For	Against	Abstain	Broker Non-Votes
42,201,253	605,483	13,007	2,292,373

Proposal Three – Advisory Vote On the Frequency of Future Stockholder Advisory Votes on Named Executive Officer Compensation.

The frequency of future advisory votes on named executive officer compensation to be every year was approved, on an advisory basis, by the stockholders by the vote set forth in the table below:


Frequency	For		Withheld		Broker Non-Votes
Every Year		42,575,035		163,102		2,292,373
Every Other Year		2,935		—		—
Every Three Years		78,672		—		—

Proposal Four – 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, 2021 was ratified.


For	Against	Abstain	Broker Non-Votes
45,096,151	2,435	13,531	—

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.