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  4. [8-K] Keros Therapeutics, Inc. Reports Material Event

Keros Therapeutics (NASDAQ: KROS) backs directors, auditor and pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Keros Therapeutics, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 3, 2026. A quorum was present and stockholders voted on director elections, auditor ratification and an advisory say-on-pay resolution.

Stockholders elected Jean-Jacques Bienaimé and Charles Newton as directors to serve until the 2029 Annual Meeting and until their successors are duly elected and qualified. They also ratified Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

In addition, stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers as described in the April 22, 2026 proxy statement.

Positive

  • None.

Negative

  • None.
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.
Votes for Bienaimé 10,093,559.27 votes Election of director Jean-Jacques Bienaimé, Proposal 1
Votes for Newton 14,716,598 votes Election of director Charles Newton, Proposal 1
Auditor ratification for votes 16,708,279.27 votes Ratification of Deloitte & Touche LLP, Proposal 2
Say-on-pay for votes 14,273,625.27 votes Advisory approval of executive compensation, Proposal 3
Broker non-votes on pay 2,243,514 votes Broker non-votes on Proposal 3
Annual Meeting of Stockholders regulatory
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present"
independent registered public accounting firm regulatory
"Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding advisory basis regulatory
"to approve, on an advisory basis, the compensation of the Company’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
broker non-votes regulatory
"Votes For | Votes Against | Votes Abstain | Broker Non-Votes"
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.
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Understanding 8-K Material Events →
0001664710FALSE00016647102026-06-032026-06-03

 
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 3, 2026
 
 
Keros Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware 001-39264 81-1173868
(state or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
1050 Waltham Street, Suite 302
Lexington, Massachusetts
 02421
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (617) 314-6297
 
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:
 
☐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
 
Name of each exchange
on which registered
Common Stock, $0.0001 par value per share KROS 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 3, 2026, Keros Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following three proposals: (1) to elect two nominees for director to hold office until the Company’s 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified (“Proposal 1”), (2) to ratify the selection by the Audit Committee of the Board of Directors of the Company (the “Board of Directors”) of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026 (“Proposal 2”) and (3) to approve, on an advisory basis, the compensation of the Company’s named executive officers (“Proposal 3”) as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2026 (the “Proxy Statement”). Each of Proposal 1, Proposal 2 and Proposal 3 is described in detail in the Proxy Statement. The final results of the voting on each proposal are set forth below.

Proposal 1 – Election of Directors

The Company’s stockholders elected the two persons listed below as directors, each to serve until the Company’s 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The votes cast were as follows:

NomineeVotes ForVotes WithheldBroker Non-Votes
Jean-Jacques Bienaimé10,093,559.275,156,1532,243,514
Charles Newton14,716,598533,1142,243,514

Proposal 2 – Ratification of the Selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2026

The Company’s stockholders approved Proposal 2. The votes cast were as follows:

Votes ForVotes AgainstVotes Abstain
16,708,279.27783,953994

There were no broker non-votes with respect to Proposal 2.

Proposal 3 – Advisory Vote on Executive Compensation

The Company’s stockholders approved, on a non-binding advisory basis, Proposal 3. The votes cast were as follows:

Votes ForVotes AgainstVotes AbstainBroker Non-Votes
14,273,625.27974,0492,0382,243,514



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.
 
KEROS THERAPEUTICS, INC.
By: /s/ Jasbir Seehra
 
Jasbir Seehra, Ph.D.
Chief Executive Officer
Dated: June 3, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Keros Therapeutics (KROS) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on three items: electing two directors to serve until the 2029 meeting, ratifying Deloitte & Touche LLP as auditor for 2026, and approving, on an advisory basis, the compensation of named executive officers as described in the April 22, 2026 proxy statement.

Who was elected to the Keros Therapeutics (KROS) board of directors in 2026?

Jean-Jacques Bienaimé and Charles Newton were elected as directors to serve until the 2029 Annual Meeting and until their successors are duly elected and qualified. Their elections were approved by stockholders at the 2026 Annual Meeting where a quorum was present.

Which auditing firm did Keros Therapeutics (KROS) stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as Keros Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received substantially more votes for than against, and there were no broker non-votes reported for this proposal.

Was Keros Therapeutics (KROS) executive compensation approved by stockholders in 2026?

Yes, stockholders approved, on a non-binding advisory basis, the compensation of Keros Therapeutics’ named executive officers. The say-on-pay vote corresponded to Proposal 3 and was based on the disclosures in the April 22, 2026 definitive proxy statement filed with the SEC.

How did broker non-votes affect the Keros Therapeutics (KROS) 2026 meeting results?

Broker non-votes were reported for the director elections and the advisory vote on executive compensation, but none for the auditor ratification. These broker non-votes counted toward the quorum but were not treated as votes for or against those specific proposals.

Filing Exhibits & Attachments

3 documents

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