--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-069917" form_type: "8-K" ticker: "CARM" cik: "0001485003" company_name: "Carisma Therapeutics Inc." filed_at: "2023-06-09T23:59:59+00:00" generated_at: "2026-06-14T03:46:04.955243+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Carisma shareholders approve tripling authorized common stock to 350M shares and incentive plan amendment ## Summary - Authorized common stock increased from 100M to 350M shares (vote: 29.4M for, 1.6M against). - Amendment and restatement of 2014 Stock Incentive Plan approved (vote: 27.1M for, 1.1M against). - Class III directors Regina Hodits and Björn Odlander elected (25.7M and 27.8M votes for, respectively). - Advisory say-on-pay passed (27.9M for, 0.3M against, non-binding). - KPMG ratified as independent auditor for FY2023 (30.9M for, 63k against). ## SEC filing metadata - accession: 0001104659-23-069917 - form_type: 8-K - ticker: CARM - cik: 0001485003 - company_name: Carisma Therapeutics Inc. - filed_at: 2023-06-09T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1485003/000110465923069917/0001104659-23-069917-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1485003/000110465923069917/tm2318211d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-069917 - JSON: https://secwatch.observer/filing/0001104659-23-069917.json - Plain text: https://secwatch.observer/filing/0001104659-23-069917.txt ## Key facts - Governance Changes Carisma Therapeutics Inc.: Increased authorized shares of common stock from 100,000,000 to 350,000,000 (effective 2023-06-06). - Change: charter amendment - Effective: 2023-06-06 source text: At the 2023 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, $0.001 par value per share, from 100,000,000 to 350,000,000 evidence_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923069917/0001104659-23-069917-index.htm - Shareholder Votes Carisma Therapeutics Inc. shareholders approved Amendment and restatement of Amended and Restated 2014 Stock Incentive Plan. - Proposal: equity plan - Outcome: passed source text: 4. An amendment and restatement of the Company’s Amended and Restated 2014 Stock Incentive Plan was approved. Votes For: 27,113,070 Votes Against: 1,074,066 Votes Abstaining: 34,907 Broker Non-Votes: 2,815,899 evidence_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923069917/0001104659-23-069917-index.htm - Shareholder Votes Carisma Therapeutics Inc. shareholders approved Election of Class III directors. - Proposal: director election - Outcome: passed source text: 1. The following nominees were elected to the Company’s Board of Directors (the “Board”) as Class III directors for terms expiring at the 2026 annual meeting of stockholders and until their respective successors have been duly elected and qualified. Votes For Votes Withheld Broker Non-Votes Regina Hodits, Ph.D. 25,650,857 2,571,186 2,815,899 Björn Odlander, M.D., Ph.D 27,821,576 400,467 2,815,899 evidence_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923069917/0001104659-23-069917-index.htm - Shareholder Votes Carisma Therapeutics Inc. shareholders approved Amendment to Restated Certificate of Incorporation to increase authorized common stock from 100,000,000 to 350,000,000. - Proposal: charter amendment - Outcome: passed source text: 3. An amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 350,000,000 was approved. Votes For: 29,380,660 Votes Against: 1,591,560 Votes Abstaining: 65,722 Broker Non-Votes: — evidence_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923069917/0001104659-23-069917-index.htm - Shareholder Votes Carisma Therapeutics Inc. shareholders approved Ratification of appointment of KPMG LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-12-31 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-12-31 source text: 5. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified. Votes For: 30,887,544 Votes Against: 63,433 Votes Abstaining: 86,965 Broker Non-Votes: — evidence_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923069917/0001104659-23-069917-index.htm - Shareholder Votes Carisma Therapeutics Inc. shareholders approved Non-binding advisory proposal on compensation of named executive officers. - Proposal: say on pay - Outcome: passed source text: 2. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved. Votes For: 27,924,030 Votes Against: 264,478 Votes Abstaining: 33,535 Broker Non-Votes: 2,815,899 evidence_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923069917/0001104659-23-069917-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.