Krystal Biotech (KRYS) investors approve directors, KPMG and pay plans

Rhea-AI Filing Summary

Krystal Biotech, Inc. reported results of its 2026 annual stockholder meeting held on May 15, 2026. Stockholders elected Class III directors Krish S. Krishnan and Christopher Mason for three-year terms, each receiving over 22 million votes in favor with additional broker non-votes recorded.

Stockholders also ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with over 28.4 million votes for and minimal opposition. In a non-binding advisory vote, stockholders approved named executive officer compensation for 2025, and unaffiliated stockholders approved the company’s Non-Employee Director Compensation Policy after excluding directors and certain litigation defendants from voting on that item.

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 Krish S. Krishnan: 23,802,920 votes Votes for Christopher Mason: 22,581,854 votes Auditor ratification votes for KPMG: 28,443,155 votes +3 more

6 metrics

Votes for Krish S. Krishnan 23,802,920 votes Election as Class III director at 2026 annual meeting

Votes for Christopher Mason 22,581,854 votes Election as Class III director at 2026 annual meeting

Auditor ratification votes for KPMG 28,443,155 votes Ratification as independent registered public accounting firm for 2026

Executive pay advisory votes for 25,679,318 votes Non-binding advisory vote on 2025 named executive officer compensation

Director compensation policy votes for 21,374,021 votes Approval of Non-Employee Director Compensation Policy by unaffiliated stockholders

Broker non-votes on proposals 1 and 3-4 1,581,473 broker non-votes Recorded on director elections, say-on-pay, and director compensation policy

Key Terms

broker non-votes, independent registered public accounting firm, Non-Employee Director Compensation Policy, non-binding, advisory vote, +1 more

5 terms

broker non-votes financial

"The results of the vote were as follows Nominee | Votes For | Votes Withheld | 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.

independent registered public accounting firm financial

"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm"

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-Employee Director Compensation Policy financial

"approved the Company’s Non-Employee Director Compensation Policy. The results of the vote were as follows"

non-binding, advisory vote financial

"approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers"

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon"

Understanding 8-K Material Events →

FALSE000171127900017112792026-05-152026-05-15

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 15, 2026

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 No.)

2100 Wharton Street, Suite 701

15203

Pittsburgh,

Pennsylvania

(Address of principal executive offices)

(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))

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

KRYS

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 15, 2026, Krystal Biotech, Inc. (the “Company”) held its 2026 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 III Directors

The Company’s stockholders elected Krish S. Krishnan and Christopher Mason as members of the Company’s Board of Directors as Class III directors for a three-year term. The results of the vote were as follows:

Nominee						Votes For						Votes Withheld						Broker Non-Votes
Krish S. Krishnan						23,802,920						3,079,194						1,581,473
Christopher Mason						22,581,854						4,300,260						1,581,473

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

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were as follows:

Votes For						Votes Against						Abstentions
28,443,155						15,434						4,998

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, 2025, 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
25,679,318						1,195,788						7,008						1,581,473

Proposal Four: Non-Employee Director Compensation Policy

The Company’s unaffiliated stockholders (i.e., excluding the members of the the Company’s board of directors and the defendants in the litigation entitled Corbin v. Janney, et al., C.A. No. 2025-1051-KSJM (Del. Ch.) who refrained from voting on this matter in their capacities as stockholders) approved the Company’s Non-Employee Director Compensation Policy. The results of the vote were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
21,374,021						2,349,550						3,158,543						1,581,473

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.

Date: May 19, 2026

KRYSTAL BIOTECH, INC.

By:

/s/ Krish S. Krishnan

Name:

Krish S. Krishnan

Title:

Chairman and Chief Executive Officer

FAQ

What did Krystal Biotech (KRYS) stockholders decide at the 2026 annual meeting?

Krystal Biotech stockholders elected two Class III directors, ratified KPMG as auditor, approved 2025 executive pay on an advisory basis, and unaffiliated stockholders approved the Non-Employee Director Compensation Policy, reflecting broad support for current governance and compensation structures.

Who was elected to Krystal Biotech (KRYS) board of directors in 2026?

Stockholders elected Krish S. Krishnan and Christopher Mason as Class III directors for three-year terms. Krishnan received 23,802,920 votes for, while Mason received 22,581,854 votes for, with additional votes withheld and broker non-votes reported for each nominee.

Did Krystal Biotech (KRYS) stockholders approve executive compensation for 2025?

Yes. Stockholders approved, on a non-binding advisory basis, the 2025 compensation of named executive officers. The vote totaled 25,679,318 for, 1,195,788 against, and 7,008 abstentions, with 1,581,473 broker non-votes recorded on the advisory compensation proposal.

Which audit firm did Krystal Biotech (KRYS) retain for fiscal 2026?

Stockholders ratified KPMG LLP as Krystal Biotech’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 28,443,155 votes for, 15,434 against, and 4,998 abstentions, indicating strong support for maintaining KPMG in the auditor role.

What happened with Krystal Biotech’s Non-Employee Director Compensation Policy vote?

Unaffiliated stockholders approved Krystal Biotech’s Non-Employee Director Compensation Policy. The vote was 21,374,021 for, 2,349,550 against, and 3,158,543 abstentions, with 1,581,473 broker non-votes. Directors and certain litigation defendants refrained from voting on this proposal in their capacity as stockholders.

Why were some Krystal Biotech (KRYS) stockholders excluded from the director compensation policy vote?

For the Non-Employee Director Compensation Policy, only unaffiliated stockholders voted. Members of the board and defendants in the litigation titled Corbin v. Janney, et al., C.A. No. 2025-1051-KSJM, refrained from voting on this matter in their capacities as stockholders.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 18.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 10.7 KB