UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 1, 2025, upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of KalVista Pharmaceuticals, Inc. (the “Company”), the Board approved the appointment of Bethany Sensenig (“Ms. Sensenig”) to the Board and Audit Committee of the Board (the “Audit Committee”) effective immediately, to serve until her successor is duly elected and qualified, or until her death, resignation or removal. In connection with Ms. Sensenig’s appointment to the Audit Committee, Nancy Stuart (“Ms. Stuart”) will transition off the Audit Committee but remains a member of the Board and continues to serve on the Nominating and Corporate Governance Committee of the Board. The Board also approved Ms. Stuart’s appointment to the Compensation Committee of the Board, effective immediately. Ms. Sensenig will serve as a Class II Director whose term will expire at the Company’s 2026 Annual Meeting of Stockholders.
There are no arrangements or understandings between Ms. Sensenig and any other persons pursuant to which Ms. Sensenig was named as a director. Ms. Sensenig is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Additionally, the Board has determined that Ms. Sensenig satisfies the independence requirements of the Nasdaq Stock Market listing rules and the Securities and Exchange Commission (the “SEC”) for purposes of service on audit committees.
Ms. Sensenig’s compensation shall be consistent with the Company’s current policy for incoming non-employee directors, which provides for (i) an initial award upon such individual’s first appointment to the Board, consisting of options to purchase 45,000 shares of the Company’s common stock, and (ii) an annual retainer of $42,500 paid in cash. In addition, Ms. Sensenig will receive $10,000 in committee fees per year for service on the Audit Committee.
In connection with her appointment to the Board, Ms. Sensenig will execute the Company’s standard form of indemnification agreement for directors.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On October 1, 2025, the Company held its 2025 Annual Meeting of Stockholders and the following proposals were adopted:
1. Election of two Class I directors, Benjamin L. Palleiko and Brian J.G. Pereira, M.D. (each to serve a three-year term, which will expire at the 2028 Annual Meeting of Stockholders or until such time as their respective successors have been duly elected and qualified):
| Nominees | Shares For |
Shares Against | Shares Abstaining |
Broker Non-Votes |
||||||||||||
| Benjamin L. Palleiko |
36,096,804 | 1,491,876 | 3,100 | 3,882,274 | ||||||||||||
| Brian J.G. Pereira |
30,303,728 | 7,284,941 | 3,111 | 3,882,274 | ||||||||||||
2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the eight-month transition period ending December 31, 2025:
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | |||
| 41,421,548 | 44,417 | 8,089 | 0 |
3. Approval, on a non-binding advisory basis, of the compensation paid by the Company to its named executive officers:
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | |||
| 33,600,808 | 3,985,860 | 5,112 | 3,882,274 |
| Item 7.01 | Regulation FD Disclosure. |
On October 2, 2025, the Company issued a press release announcing Ms. Sensenig’s appointment to the Board, a copy of which is attached hereto as Exhibit 99.1. The information contained in this Item 7.01, including Exhibit 99.1, is being furnished to the SEC and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press release dated October 2, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| KALVISTA PHARMACEUTICALS, INC. | ||||||
| Date: October 2, 2025 | By: | /s/ Benjamin L. Palleiko | ||||
| Benjamin L. Palleiko Chief Executive Officer | ||||||