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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 12, 2026

 

Protara Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-36694   20-4580525
(State or other jurisdiction
of incorporation)
  (Commission File No.)   (IRS Employer
Identification No.)

 

345 Park Avenue South
Third Floor
New York, NY
  10010
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (646) 844-0337

 

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
Common Stock, par value $0.001 per share   TARA   The Nasdaq Global 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.

 

The Annual Meeting of Stockholders (the “Annual Meeting”) of Protara Therapeutics, Inc. (the “Company”) was held on June 12, 2026. As of April 15, 2026, the record date for the Annual Meeting, there were 55,060,500 shares of the Company’s common stock outstanding and entitled to vote.  A summary of the matters voted upon at the Annual Meeting and the final voting results are set forth below.

 

Proposal 1. Election of Directors.

 

The Company’s stockholders elected the three persons listed below as Class III directors, each to serve on the Company’s Board of Directors until the Company’s 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The final voting results are as follows:

 

    Votes For     Votes
Withheld
    Broker
Non-Votes
 
Jesse Shefferman     26,672,259       4,241,606       14,185,811  
Barry Flannelly, Pharm.D.     25,409,066       5,504,799       14,185,811  
Cynthia Smith     22,371,125       8,542,740       14,185,811  

  

Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm.

 

The Company’s stockholders ratified the selection by the Company’s Audit Committee of the Board of Ernst and Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:

 

Votes For   Votes Against   Abstentions
45,012,036   74,615   13,025

 

Proposal 3. Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers.

 

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement for the Annual Meeting. The final voting results are as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
29,208,205   1,656,994   48,666   14,185,811

 

Proposal 4. Vote, on an Advisory Basis, on the Frequency of the Say-On-Pay vote.

 

The Company’s stockholders voted, on an advisory basis, that the stockholder advisory vote to approve the compensation of the Company’s named executive officers should occur every one year. The final voting results are as follows:

 

One Year   Two Years   Three Years   Abstentions   Broker Non-Votes
26,766,824   660,775   3,441,894   44,372   14,185,811

 

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Proposal 5. Approval of an Amendment to the Protara Therapeutics, Inc. 2024 Equity Incentive Plan.

 

The Company’s stockholders approved the amendment to the Protara Therapeutics, Inc. 2024 Equity Incentive Plan, as disclosed in the Company’s definitive proxy statement for the Annual Meeting. The final voting results are as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
18,094,953   12,793,033   25,879   14,185,811

 

Proposal 6. Approval of an Amendment to the Company’s Sixth Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 100,000,000 to 200,000,000.

 

The Company’s stockholders approved the amendment to the Company’s sixth amended and restated certificate of incorporation to increase the authorized number of the Company’s common stock, par value $0.001 per share, from 100,000,000 to 200,000,000. The final voting results are as follows:

 

Votes For   Votes Against   Abstentions
42,417,621   2,655,416   26,639

 

Proposal 7. Approval of an Amendment to the Company’s Sixth Amended and Restated Certificate of Incorporation Allowing Officer Exculpation as Permitted by Delaware Law.

 

The Company’s stockholders approved the amendment to the Company’s sixth amended and restated certificate of incorporation allowing officer exculpation as permitted by Delaware law. The final voting results are as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
29,642,641   1,235,007   36,217   14,185,811

 

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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.

 

  Protara Therapeutics, Inc.
     
Dated: June 15, 2026 By: /s/ Patrick Fabbio
    Patrick Fabbio
    Chief Financial Officer

 

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