Kezar Life Sciences Investors Back Directors and Say-on-Pay at Annual Meeting

Rhea-AI Filing Summary

Kezar Life Sciences (Nasdaq: KZR) filed a Form 8-K disclosing the voting results of its 17 June 2025 annual meeting (Item 5.07).

Shareholders elected three Class I directors to serve until the 2028 meeting: Elizabeth Garner, M.D. (2,148,505 for / 1,793,162 withheld), Michael Kauffman, M.D., Ph.D. (1,618,735 for / 2,322,932 withheld) and Courtney Wallace (1,551,353 for / 2,390,314 withheld).

The meeting also approved, on an advisory basis, executive compensation (2,151,745 for; 1,781,942 against; 7,980 abstain) and ratified KPMG LLP as independent auditor for fiscal 2025 (6,116,820 for; 56,801 against; 8,526 abstain).

No financial performance updates, strategic announcements or other material events were included.

Insights

Corporate Governance Expert

Shareholder dissent evident as two director nominees received more withhold votes than support votes at Kezar's annual meeting.

The 8-K filing reveals a concerning level of shareholder dissatisfaction at Kezar Life Sciences' annual meeting. Most notably, two of the three Class I director nominees faced significant opposition. Dr. Michael Kauffman received only 1,618,735 votes in favor versus 2,322,932 votes withheld, representing just 41% support. Similarly, Courtney Wallace garnered only 1,551,353 votes in favor against 2,390,314 withheld votes, translating to merely 39.3% support.

While all three nominees were technically elected to serve until 2028 (as is common in plurality voting systems), this level of opposition signals substantial governance concerns among shareholders. For context, director elections typically see overwhelming support, with withhold votes rarely exceeding 10-15% except in problematic situations.

The executive compensation advisory vote also faced significant pushback, with approximately 45% of votes cast against the compensation package. Though the measure passed, this level of opposition exceeds typical thresholds that governance experts consider warning signs (usually 20-30%).

These voting patterns suggest underlying shareholder discontent with the company's leadership and compensation practices. The board should view these results as a clear signal to engage with shareholders and address their concerns, as such levels of dissent often precede more aggressive shareholder actions if left unaddressed.

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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 17, 2025

__________________________________________________________

Kezar Life Sciences, Inc.

(Exact name of Registrant as Specified in Its Charter)

__________________________________________________________

Delaware			001-38542			47-3366145
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
4000 Shoreline Court, Suite 300 South San Francisco, California						94080
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: 650 822-5600

(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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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

KZR

The Nasdaq Stock Market LLC

Preferred Share Purchase Rights

N/A

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 o

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. o

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

On June 17, 2025, the Company held its annual meeting of stockholders. The final results for each of the proposals submitted to a vote of the Company’s stockholders at the meeting are set forth below. The proposals set forth below are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2025.

Proposal 1: The Company’s stockholders elected the three nominees of the Company’s board of directors to serve as Class I directors until the 2028 annual meeting of stockholders, or until their successors are duly elected and qualified, by the votes set forth in the table below:

Nominee			Votes For			Votes Withheld			Broker Non-Votes
Elizabeth Garner, M.D.			2,148,505			1,793,162			2,240,480
Michael Kauffman, M.D., Ph.D.			1,618,735			2,322,932			2,240,480
Courtney Wallace			1,551,353			2,390,314			2,240,480

Proposal 2: The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s definitive proxy statement by the votes set forth in the table below:

Votes For			Votes Against			Abstain			Broker Non-Votes
2,151,745			1,781,942			7,980			2,240,480

Proposal 3: The Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 by the votes set forth in the table below:

Votes For			Votes Against			Abstain
6,116,820			56,801			8,526

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.

									KEZAR LIFE SCIENCES, INC.
Date:			June 23, 2025			By:			/s/ Marc L. Belsky
									Marc L. Belsky Chief Financial Officer and Secretary