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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