krys-20220523

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): May 23, 2022

KRYSTAL BIOTECH, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38210

82-1080209

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification Number)

2100 Wharton Street, Suite 701

Pittsburgh, Pennsylvania 15203

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (412) 586-5830

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))

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 May 20, 2022, Krystal Biotech, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter.

Proposal One: Election of Class II Directors

The Company’s stockholders elected Daniel S. Janney, Dino A. Rossi, and E. Rand Sutherland as members of the Company’s Board of Directors as Class II directors for a three-year term. The results of the vote were as follows:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Daniel S. Janney	16,477,053	3,359,641	2,292,505
Dino A. Rossi	16,642,737	3,193,957	2,292,505
E. Rand Sutherland	19,828,360	8,334	2,292,505

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the vote were as follows:


Votes For	Votes Against	Abstentions
21,966,753	3,157	159,289

Proposal Three: Non-Binding, Advisory Vote On Named Executive Officer Compensation

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2021, as disclosed in the Company’s proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The results of the vote were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
16,441,350	3,335,424	59,920	2,292,505

Proposal Four: Non-Binding, Advisory Vote on the Frequency of Advisory Votes on Named Executive Officer Compensation

The Company’s stockholders recommended, on an advisory (non-binding) basis, every year as the frequency of future advisory votes on the compensation of the Company’s named executive officers. The results of the vote were as follows:


Every Year	Two Years	Three Years	Abstentions
19,579,383	1,326	196,689	59,296

Based on these voting results, and the recommendation of the Company’s Board of Directors that was included in the proxy statement for the Annual Meeting, the Company has determined that it will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next stockholder advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 23, 2022

KRYSTAL BIOTECH, INC.

By:

/s/ Krish S. Krishnan

Name:

Krish S. Krishnan

Title:

Chairman and Chief Executive Officer

Krystal Biotech Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders