Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07
Submission of Matters to a Vote of Security Holders.
On September 17, 2026, Grace Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). Proxies for the Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s Board of Directors’ (the “Board”) solicitation. Stockholders holding a total of 9,973,325 of the Company’s shares of common stock were present or represented by proxy at the Meeting, representing 61.28% of the Company’s 16,274,026 shares of common stock issued and outstanding and entitled to vote at the Meeting as of the record date of July 20, 2026. Set forth below are the matters acted upon by the Company’s stockholders at the Meeting and the final voting results on each matter. Each of the proposals is described in further detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on July 28, 2026 (the “Proxy Statement”).
Proposal No. 1 - Election of Directors
The nominees listed below were elected as directors by the following votes to serve until the close of the Company’s next annual meeting of stockholders and until such director’s successor is elected and qualified or until his earlier death, resignation, retirement, disqualification or removal:
Nominee Votes For Votes Withheld Broker Non-Votes
───────────────────────────────────────────────────────────────────────────────
Vimal Kavuru 6,005,964 35,000 3,932,361
A. Brian Davis 6,015,486 25,478 3,932,361
Prashant Kohli 6,010,703 30,261 3,932,361
S. George Kottayil 6,012,379 28,585 3,932,361
Edward Neugeboren 6,015,788 25,176 3,932,361
Proposal No. 2 - Advisory Vote to Approve Named Executive Officer Compensation
The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved by the stockholders by the following vote:
For Against Abstain Broker Non-Votes
─────────────────────────────────────────────────────────────
5,740,999 222,775 77,190 3,932,361
Proposal No. 3 - Ratify the Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027 was approved by the stockholders by the following vote:
For Against Abstain Broker Non-Votes
─────────────────────────────────────────────────────────────
9,878,292 63,381 31,652 0
Proposal No. 4 - Advisory Vote to Approve Frequency of Future Advisory Votes on Named Executive Officer Compensation
The stockholders cast the following votes with respect to the proposal to approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers:
1 Year 2 Year 3 Year Abstain Broker Non-Votes
─────────────────────────────────────────────────────────────────────────
5,772,652 32,383 154,003 81,926 3,932,361
2
The Board has determined, in light of and consistent with the advisory vote of the Company’s stockholders regarding the preferred frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers, to include a stockholder advisory vote on the compensation of the Company’s named executive officers in its annual meeting proxy materials every year until the next required stockholder advisory vote on the frequency of such votes.