Kodiak Sciences Inc.

8-K · d146405d8k.htm

0001468748 2026-06-02 2026-06-02
  
  
 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 2, 2026
  
  

 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.)

  

 1250 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 2, 2026, Kodiak Sciences Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, proxies representing 55,026,544 shares of the Company’s common stock, or 88.53% 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 on April 22, 2026:
 Proposal One – Election of Class II Directors.
 The following nominees were each elected as a Class II director to serve until the 2029 annual meeting of stockholders or until his or her successor is duly elected and qualified.
  

 Nominee

   
 For
   
 Withheld
   
 Broker Non-Votes

 Charles A. Bancroft

   
 38,940,529
   
 10,560,815
   
 5,525,200

 Bassil I. Dahiyat, Ph.D.

   
 48,843,144
   
 658,200
   
 5,525,200

 Taiyin Yang, Ph.D.

   
 49,192,610
   
 308,734
   
 5,525,200

 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.
  

 For

  
 Against

  
 Abstain

  
 Broker Non-Votes

 49,157,143
  
 323,196
  
 21,005
  
 5,525,200

 Proposal Three – 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, 2026 was ratified.
  

 For

  
 Against

  
 Abstain

  
 Broker Non-Votes

 54,716,676
  
 52,962
  
 256,906
  
 —

  

 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.
  

  

  

  
 KODIAK SCIENCES INC.

 Date: June 4, 2026
  

  
 By:
  
 /s/ Victor Perlroth

  

  

  
 Victor Perlroth, M.D.

  

  

  
 Chief Executive Officer