KRT 8-K: Directors, Auditor & Say-on-Pay All Pass with 97%+ Support

Rhea-AI Filing Summary

Karat Packaging Inc. (NASDAQ: KRT) filed an 8-K to disclose the final voting results from its 2025 Annual Meeting held on June 19, 2025.

• Board of Directors: All five nominated directors—Alan Yu, Jian Guo, Paul Y. Chen, Eric Chen and Eve Yen—were re-elected. Support ranged from 97.1% to 99.4% of votes cast, with broker non-votes of 820,674 shares.
• Auditor Ratification: Shareholders overwhelmingly approved PricewaterhouseCoopers LLP as independent auditors for FY 2025 (18,232,235 votes for; only 9,500 against).
• Say-on-Pay: The advisory resolution on executive compensation passed with 97.2% support (16,925,755 for vs. 485,849 against).

No other proposals were presented, and there were no disclosures of financial performance, strategic initiatives, or material transactions. The filing is primarily procedural, confirming strong shareholder endorsement of existing governance arrangements.

Insights

Corporate Governance Expert

TL;DR – Routine annual-meeting results show strong shareholder support; limited direct financial impact.

Shareholders gave near-unanimous backing to all five directors (≥97% support) and to PwC’s reappointment, indicating confidence in both leadership and audit quality. The 97% Say-on-Pay approval suggests executive compensation is broadly accepted, reducing the likelihood of activist pressure. While governance continuity can be viewed positively, the absence of strategic or financial disclosures makes the event largely non-impactful for valuation. Overall effect on the stock is expected to be neutral.

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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 19, 2025

Karat Packaging Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40336		83-2237832
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6185 Kimball Avenue
Chino, California		91708
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (626) 965-8882

(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
Common Stock, $0.001 par value		KRT		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.

The following matters were voted upon at the 2025 Annual Meeting of Stockholders of Karat Packaging Inc. (the “Company”) held on June 19, 2025 (the “Annual Meeting”). Each stockholder of common stock was entitled to one vote per share on each of the five director nominees and on each other matter properly presented at the Annual Meeting.

Proposal 1 – Election of five directors, each serving for a term expiring at the next annual meeting or until their successors are duly elected and qualified.

Nominee		Votes For		Votes Withheld		Broker Non-Votes
Alan Yu		17,357,145		64,831		820,674
Jian Guo		16,853,122		568,854		820,674
Paul Y. Chen		17,329,489		92,487		820,674
Eric Chen		17,324,711		97,265		820,674
Eve Yen		17,338,182		83,794		820,674

Proposal 2 –  Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent certified public accountants for the fiscal year ending December 31, 2025.

Votes For		Votes Against		Abstentions		Broker Non-Votes
18,232,235		9,500		915		0

Proposal 3 – Advisory approval of the Company's executive compensation ("Say on Pay").

Votes For		Votes Against		Abstentions		Broker Non-Votes
16,925,755		485,849		10,372		820,674

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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.

	KARAT PACKAGING INC.
Date: June 20, 2025	By:	/s/ Jian Guo
		Jian Guo
		Chief Financial Officer

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FAQ

What proposals were voted on at Karat Packaging's 2025 Annual Meeting?

Shareholders voted on director elections, auditor ratification, and a Say-on-Pay advisory resolution.

Did Karat Packaging shareholders approve the re-election of directors?

Yes. All five nominees received at least 97% of votes cast in favor.

Who will audit Karat Packaging (KRT) for fiscal 2025?

PricewaterhouseCoopers LLP was ratified with 18,232,235 votes for and 9,500 against.

How did shareholders vote on Karat Packaging's executive compensation?

The Say-on-Pay resolution passed with 16,925,755 votes for (97.2%) and 485,849 against.

Is the 8-K filing likely to impact Karat Packaging's stock price?

The filing is routine and governance-focused; it is not expected to materially affect valuation.