CARA THERAPEUTICS INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of the Board of Directors' two nominees for director to serve until the Company's 2027 Annual Meeting and until their successors are duly elected and qualified: Helen M. Boudreau

CARA THERAPEUTICS INC.’s own tally for this item (“Elect Director: Helen M. Boudreau”): 26,317,774 for, 691,768 withheld, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1 - Election of Directors Dr. Susan Shiff and Ms. Helen M. Boudreau were each elected to serve as a director of the Company's Board of Directors until the 2027 Annual Meeting of Stockholders and until their successor is duly elected or until their earlier resignation or removal, by the fol…”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 30 asset managers below reported 5,312,784 for.

Showing the 25 largest of 30 asset managers. See all 30 in the interactive database.

Description as filed by funds: Election of the Board of Directors' two nominees for director to serve until the Company's 2027 Annual Meeting and until their successors are duly elected and qualified: Susan Shiff, Ph.D.

CARA THERAPEUTICS INC.’s own tally for this item (“Elect Director: Susan Shiff, Ph.D.”): 20,753,354 for, 6,256,188 withheld, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1 - Election of Directors Dr. Susan Shiff and Ms. Helen M. Boudreau were each elected to serve as a director of the Company's Board of Directors until the 2027 Annual Meeting of Stockholders and until their successor is duly elected or until their earlier resignation or removal, by the fol…”
Support: 77% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 30 asset managers below reported 3,517,523 for, 364 against, 1,761,952 withheld, 32,945 abstained.

Showing the 25 largest of 30 asset managers. See all 30 in the interactive database.

Description as filed by funds: Approval of a series of alternate amendments to the Company's Amended and Restated Certificate of Incorporation to effect, at the option of the Board of Directors, a reverse stock split of the Company's common stock at a reverse stock split ratio ranging from one-for-four (1:4) to one-for-twelve (1:12), inclusive, and a corresponding proportionate reduction in the total number of authorized shares of the Company's common stock, with the effectiveness of one of such amendments and the abandonment of the other amendments, or the abandonment of all amendments, to be determined by the Board of Directors prior to the date of the 2025 Annual Meeting of Stockholders.

CARA THERAPEUTICS INC.’s own tally for this item (“5. Series of Alternate Amendments to Effect a Reverse Stock Split and Effect a Proportionate Reduction in the Total Number of Authorized Shares of Common Stock”): 37,402,816 for, 2,269,731 against — passed, per its Form 8-K filed June 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 5 – A Series of Alternate Amendments to Effect a Reverse Stock Split and Effect a Proportionate Reduction in the Total Number of Authorized Shares of Common Stock The stockholders approved series of alternate amendments to the Company's Amended and Restated Certificate of Incorporation…”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 30 asset managers below reported 5,312,784 for.

Showing the 25 largest of 30 asset managers. See all 30 in the interactive database.

Description as filed by funds: Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 200,000,000 shares.

CARA THERAPEUTICS INC.’s own tally for this item (“4. Increase the Authorized Shares of Common Stock”): 36,799,337 for, 2,931,128 against — passed, per its Form 8-K filed June 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 4 – Increase the Authorized Shares of Common Stock The stockholders approved the amendment of the Company's Certificate of Incorporation to increase the authorized number of shares of common stock from 100,000,000 to 200,000,000, by the following votes:”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 30 asset managers below reported 5,153,690 for, 159,094 against.

Showing the 25 largest of 30 asset managers. See all 30 in the interactive database.

Description as filed by funds: Approval of, on a non-binding, advisory basis, the compensation of the Company's named executive officers.

CARA THERAPEUTICS INC.’s own tally for this item (“2. Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company's Named Executive Officers”): 16,277,985 for, 10,660,228 against — passed, per its Form 8-K filed June 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 - Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company's Named Executive Officers The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers, by the following votes:”
Support: 60% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 29 managers: 2,515,262 for, 2,797,158 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 100 managers: 2,712,166 for, 8,303,493 against, 14 abstained, 0 not voted. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

CARA THERAPEUTICS INC.’s own tally for this item (“3. Ratification of the Selection of Independent Registered Public Accounting Firm”): 39,560,082 for, 188,261 against — passed, per its Form 8-K filed June 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3 - Ratification of the Selection of Independent Registered Public Accounting Firm The stockholders ratified the selection by the Audit Committee of the Board of Directors of the Company of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending…”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 30 asset managers below reported 5,312,784 for.

Showing the 25 largest of 30 asset managers. See all 30 in the interactive database.