Kiniksa (NASDAQ: KNSA) investors approve board, PwC auditor roles and pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Kiniksa Pharmaceuticals International, plc held its Annual Meeting of Shareholders on May 29, 2026, where both Class A and higher-vote Class B shares participated. Each Class A share carried one vote, and each Class B share carried ten votes as of the April 6, 2026 record date.

Shareholders re-elected Stephen R. Biggar, G. Bradley Cole and Barry D. Quart as Class II directors to serve until the 2029 Annual Meeting. All director nominees received substantially more votes for than against, with millions of votes in favor and limited opposition or abstentions.

Investors also approved several auditor and compensation items. They confirmed PricewaterhouseCoopers LLP as UK statutory auditors and ratified PwC as US independent registered public accounting firm for the 2026 fiscal year, and authorized the board, through its audit committee, to set PwC’s remuneration.

Shareholders received the UK statutory annual accounts and report for the period ended December 31, 2025 and supported the UK Statutory Directors’ Annual Remuneration Report, the UK Statutory Directors’ Remuneration Policy, and the advisory vote on named executive officer compensation, each passing with strong majorities and relatively low levels of opposition.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Stephen R. Biggar: 37,474,114 votes Votes for G. Bradley Cole: 48,299,818 votes Votes for Barry D. Quart: 48,061,571 votes +5 more

8 metrics

Votes for Stephen R. Biggar 37,474,114 votes Director re-election, Proposal 1

Votes for G. Bradley Cole 48,299,818 votes Director re-election, Proposal 1

Votes for Barry D. Quart 48,061,571 votes Director re-election, Proposal 1

PwC UK auditor approval 53,857,053 votes for Proposal 2, UK statutory auditors

PwC US auditor ratification 53,857,126 votes for Proposal 3, US independent auditor

Remuneration Report support 48,353,142 votes for Proposal 6, UK Directors’ Annual Remuneration Report

Remuneration Policy support 48,633,937 votes for Proposal 7, UK Directors’ Remuneration Policy

Say-on-pay support 48,145,082 votes for Proposal 8, named executive officer compensation

Key Terms

Broker Non-Votes, UK statutory auditors, US independent registered public accounting firm, advisory non-binding basis, +2 more

6 terms

Broker Non-Votes financial

"Votes ABSTAINED | | Broker Non-Votes 48,145,082 | | 1,334,278 | | 8,495 | | 4,425,771"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

UK statutory auditors regulatory

"To approve the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s UK statutory auditors"

US independent registered public accounting firm regulatory

"To ratify the appointment of PwC as the Company’s US independent registered public accounting firm for the fiscal year ending December 31, 2026."

advisory non-binding basis financial

"To approve, on an advisory non-binding basis, the Company’s UK Statutory Directors’ Annual Remuneration Report"

Remuneration Policy financial

"To approve the Company’s UK Statutory Directors’ Remuneration Policy."

A remuneration policy is a company’s written guide on how it pays executives and senior managers, covering salary, bonuses, stock awards and other benefits. It matters to investors because it shows how pay is linked to long-term performance and risk—like a recipe that determines whether incentives encourage sustainable growth or reward short-term gains—affecting governance, shareholder returns and potential conflicts of interest.

Annual Meeting of Shareholders financial

"held its Annual Meeting of Shareholders (the “Annual Meeting”) at which a quorum was present."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

05/29/2026 - 04:35 PM

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 29, 2026

Kiniksa Pharmaceuticals International, plc

(Exact name of Registrant as Specified in Its Charter)


England and Wales	001-730430	98-1795578
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

105 Piccadilly, Second Floor

London, W1J 7NJ

England, United Kingdom
(781) 431-9100

(Address, zip code and telephone number, including area code of principal executive offices)

Kiniksa Pharmaceuticals Corp.

100 Hayden Avenue

Lexington, MA, 02421

(781) 431-9100

(Address, zip code and telephone number, including area code of agent for service)

N/A

(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

☐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
Class A Ordinary Shares $0.000273235 nominal value		KNSA		The Nasdaq Stock Market LLC
				(Nasdaq Global Select Market)

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 29, 2026, Kiniksa Pharmaceuticals International, plc (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) at which a quorum was present. Holders of the Company’s Class A ordinary shares (“Class A Shares”) and Class B ordinary shares (“Class B Shares”) as of the close of business on April 6, 2026 (the “Record Date”) were entitled to notice of and to vote at the Annual Meeting. Each Class A Share was entitled to one vote per share and each Class B Share was 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 6, 2026. Each proposal below was duly passed by the Company’s shareholders at the Annual Meeting.

Proposal 1 - The re-election of Stephen R. Biggar, G. Bradley Cole and Barry D. Quart as Class II Directors to serve on the Board of Directors until the 2029 Annual Meeting of Shareholders, and until their respective successors have been appointed or until their earlier resignation or vacation of office.


Nominee	Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
Stephen R. Biggar	37,474,114	11,999,916	13,825	4,425,771
G. Bradley Cole	48,299,818	1,174,991	13,046	4,425,771
Barry D. Quart	48,061,571	1,413,338	12,946	4,425,771

Proposal 2 - To approve the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s UK statutory auditors until the close of the Company’s next Annual Meeting.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
53,857,053	48,432	8,141	0

Proposal 3 - To ratify the appointment of PwC as the Company’s US independent registered public accounting firm for the fiscal year ending December 31, 2026.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
53,857,126	48,355	8,145	0

Proposal 4 - To authorize the Company’s board of directors, through its audit committee, to determine PwC’s remuneration in its capacity as the Company’s UK statutory auditors until the close of its next Annual Meeting of Shareholders.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
53,890,585	12,498	10,543	0

Proposal 5 - To receive the Company’s UK statutory annual account and report for the period ended December 31, 2025.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
53,611,179	2,032	300,415	0

Proposal 6 - To approve, on an advisory non-binding basis, the Company’s UK Statutory Directors’ Annual Remuneration Report for the period ended December 31, 2025.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
48,353,142	1,104,811	29,902	4,425,771

Proposal 7 - To approve the Company’s UK Statutory Directors’ Remuneration Policy.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
48,633,937	824,799	29,119	4,425,771

Proposal 8 - To approve, on an advisory non-binding basis, the compensation of the Company’s named executive officers.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
48,145,082	1,334,278	8,495	4,425,771

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.

	KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC

Date: May 29, 2026	By:	/s/ Douglas Barry
		Douglas Barry
		Senior Vice President, Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Kiniksa (KNSA) shareholders approve at the May 29, 2026 annual meeting?

Shareholders approved all proposals, including director elections, auditor appointments and pay-related resolutions. They re-elected three Class II directors, confirmed PricewaterhouseCoopers LLP as UK and US auditor, authorized the board to set PwC’s fees, and backed executive and statutory director compensation items.

Which directors were re-elected to Kiniksa’s board at the 2026 annual meeting?

Kiniksa shareholders re-elected Stephen R. Biggar, G. Bradley Cole and Barry D. Quart as Class II directors. They will serve until the 2029 Annual Meeting, or until successors are appointed or they leave office earlier, reflecting broad shareholder support in the voting results disclosed.

How did Kiniksa (KNSA) shareholders vote on PricewaterhouseCoopers as auditor?

Shareholders approved PricewaterhouseCoopers LLP as UK statutory auditors and ratified PwC as US independent registered public accounting firm. Both proposals received over 53.8 million votes in favor, with only tens of thousands of votes against or abstaining, and no broker non-votes reported.

What were the results of Kiniksa’s advisory vote on named executive officer compensation?

The advisory vote on named executive officer compensation passed with 48,145,082 votes for, 1,334,278 against and 8,495 abstentions. There were also 4,425,771 broker non-votes, indicating strong but not unanimous support for the company’s compensation approach to top executives.

How did Kiniksa shareholders vote on the UK Statutory Directors’ Remuneration Policy?

Shareholders approved the UK Statutory Directors’ Remuneration Policy with 48,633,937 votes for, 824,799 against and 29,119 abstentions. There were 4,425,771 broker non-votes, showing the policy gained clear majority backing among votes cast, with a relatively modest level of opposition reported.

Did Kiniksa (KNSA) shareholders receive the UK statutory annual accounts and report?

Yes. Shareholders voted to receive the UK statutory annual accounts and report for the period ended December 31, 2025. The resolution passed with 53,611,179 votes for, 2,032 against and 300,415 abstentions, with no broker non-votes, indicating broad acceptance of the statutory reporting.

Filing Exhibits & Attachments

3 documents