UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒    Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Under §240.14a-12

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KINIKSA PHARMACEUTICALS, LTD.

(Name of Registrant as Specified in its Charter)

   

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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April 23, 2024

Dear Shareholder:

You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Kiniksa Pharmaceuticals, Ltd., an exempted company limited by shares and incorporated under the laws of Bermuda (“Kiniksa Bermuda,” and, together with its subsidiaries, “Kiniksa”), to be held on June 5, 2024, at 10:00 a.m. Atlantic Time (9:00 a.m. Eastern Time). The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. Details of the business to be conducted at the Annual Meeting can be found in the attached Notice of Annual Meeting of Shareholders and the attached proxy statement.

You are also cordially invited to attend a Special Court-Ordered Meeting of Shareholders (the “Redomiciliation Meeting,” and, together with the Annual Meeting, the “Meetings”), which will be held on June 5, 2024 immediately following the conclusion of the Annual Meeting. The Redomiciliation Meeting will also be a completely virtual meeting which will be conducted via live webcast. Details of the business to be conducted at the Redomiciliation Meeting can be found in the attached Notice of Special Court-Ordered Meeting of Shareholders and the attached proxy statement. We are providing these materials to you in connection with a proposal to change the place of incorporation of Kiniksa Bermuda from Bermuda to the United Kingdom through the creation of a new holding company organized under the laws of England and Wales.

You will be able to attend the Meetings online. You will be able to ask questions during the meetings and confer with other shareholders in virtual breakrooms.

Whether or not you plan to attend the Meetings, it is important that your shares be represented and voted at the Meetings. If you are entitled to vote at either Meeting, you will have received a proxy card for each meeting. Accordingly, if you are entitled to vote at both of the Meetings, you will have received two proxy cards. I urge you to promptly vote and submit your proxies by phone, the Internet, or, if you received paper copies of our proxy materials and proxy cards, by signing, dating and mailing the proxy cards in the return envelope provided therewith. If you have received our Notice of Internet Availability of Proxy Materials in respect of the Annual Meeting and/or the Redomiciliation Meeting, the instructions regarding how you can vote are in the applicable notice. If you have received one or more proxy cards, then instructions regarding how you can vote are on the applicable proxy card. If you decide to attend the Annual Meeting or the Redomiciliation Meeting, you will be able to vote in person, even if you have previously submitted your proxies. For the purposes of the Meetings and the attached proxy statement, attendance “in person” means attending such Meeting virtually or electronically and does not require physical attendance.

Thank you for your support.

Sincerely,

Sanj K. Patel

Chief Executive Officer and Chairman of the Board

 

 

   

Notice of Annual Meeting of Shareholders
To be held June 5, 2024

KINIKSA PHARMACEUTICALS, LTD.
CLARENDON HOUSE
2 CHURCH STREET
HAMILTON HM11, BERMUDA

This year’s Annual Meeting will be held on June 5, 2024, at 10:00 a.m. Atlantic time (9:00 a.m. Eastern Time). The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online. The Annual Meeting will be held for the following purposes:

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To elect Felix J. Baker, Ph.D., Tracey L. McCain and Kimberly J. Popovits as Class III Directors to serve on the Board of Directors until the 2027 Annual Meeting of Shareholders, and until their respective successors have been duly elected and qualified.

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To approve the appointment of PricewaterhouseCoopers LLP (“PwC”) as our auditor until the close of our next Annual Meeting of Shareholders, to delegate to our Board of Directors, through our Audit Committee, the authority to set the auditor’s remuneration for such period, and to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

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To approve, on an advisory (non-binding) basis, the compensation of our named executive officers.

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To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

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The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

Holders of record of our Class A common shares and Class B common shares as of the close of business on April 15, 2024 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement, or adjournment of the Annual Meeting. A complete list of these shareholders will be open to examination at least ten days prior to the Annual Meeting during normal business hours at our registered offices located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares and submit your proxy via the toll-free telephone number or over the Internet, as described in the materials you received. If you received a paper copy of the proxy card in respect of the Annual Meeting by mail, you may sign, date and mail the proxy card in the return envelope provided therewith. Promptly voting your shares and submitting your proxy will help ensure the presence of a quorum at the Annual Meeting and save us the expense of further solicitation. Voting your shares and submitting your proxy now will not prevent you from voting your shares at the Annual Meeting.

By Order of the Board of Directors,

Madelyn Zeylikman
Secretary

Hamilton, Bermuda
April 23, 2024

 

 

   

Notice of Special Court-Ordered Meeting of Shareholders
In the Supreme Court of Bermuda
Civil Jurisdiction
(Commercial Court)
2024: No. 90

KINIKSA PHARMACEUTICALS, LTD.
CLARENDON HOUSE
2 CHURCH STREET
HAMILTON HM11, BERMUDA

IN THE MATTER OF KINIKSA PHARMACEUTICALS, LTD.
AND IN THE MATTER OF SECTION 99 OF THE COMPANIES ACT 1981

NOTICE OF SPECIAL COURT-ORDERED MEETING OF
SHAREHOLDERS TO BE HELD ON JUNE 5, 2024

Notice is hereby given that, by an order dated April 19, 2024 (the “Order”), made in the above matter, the Supreme Court of Bermuda has directed a special general meeting of the shareholders of Kiniksa Bermuda to be held immediately following the conclusion of the Annual Meeting, which is scheduled to begin directly after the Annual Meeting on June 5, 2024. The special court-ordered meeting of the shareholders of Kiniksa Bermuda will be a completely virtual meeting, which will be conducted via live webcast, which you will be able to attend online. The special court-ordered meeting of the shareholders of Kiniksa Bermuda will be held for the following purposes:

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To approve the scheme of arrangement attached as Annex A to this proxy statement between Kiniksa Bermuda and its shareholders (the “Scheme of Arrangement”) (“Redomiciliation Meeting Proposal No. 1”).

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To approve a motion to adjourn the Redomiciliation Meeting to a later date to solicit additional proxies if there are insufficient proxies to approve the Scheme of Arrangement at the time of the Redomiciliation Meeting (“Redomiciliation Meeting Proposal No. 2”).

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If the Scheme of Arrangement becomes effective, it will result in your holding of shares in a United Kingdom (“U.K.”) company rather than a Bermuda company, thereby effecting a change in the place of incorporation of Kiniksa Bermuda from Bermuda to the U.K. (the “Redomiciliation”).

The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Special Court-Ordered Meeting of Shareholders. The information contained in this proxy statement in respect of the Scheme of Arrangement and the Redomiciliation are intended to comply with the requirements of Section 100 of the Companies Act 1981 of Bermuda (as amended, the “Bermuda Companies Act”) and constitute an explanatory statement thereunder.

Holders of the Kiniksa Bermuda’s Class A common shares, Class A1 common shares, Class B common shares and Class B1 common shares as of the close of business on April 15, 2024 are entitled to notice of and to vote at the Redomiciliation Meeting, or any continuation, postponement, or adjournment of the Redomiciliation Meeting. A complete list of these shareholders will be open to examination at least ten days prior to the Redomiciliation Meeting during normal business hours at our registered offices located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

Whether or not you plan to attend the Redomiciliation Meeting, we urge you to vote your shares and submit your proxy via the toll-free telephone number or over the Internet, as described in the materials you received. If you received a paper copy of the proxy card in respect of the Redomiciliation Meeting by mail, you may sign, date and mail the proxy card in the return envelope provided therewith. Promptly voting your shares and submitting your proxy will help ensure the presence of a quorum at the Redomiciliation Meeting and save us the expense of further solicitation. Voting your shares and submitting your proxy now will not prevent you from voting your shares at the Redomiciliation Meeting.

The Redomiciliation Meeting is being held in accordance with an order of the Supreme Court of Bermuda issued on April 19, 2024. If shareholders approve the Scheme of Arrangement, Kiniksa

 

 

   

Bermuda will apply to the Supreme Court of Bermuda to seek approval of the Scheme of Arrangement, which must be obtained for the Scheme of Arrangement to become effective. Kiniksa Bermuda expects the sanction hearing to be held at a time and date to be determined. Shareholders who wish to appear in person or by counsel at the sanction hearing and present evidence or arguments in support of or opposition to the Scheme of Arrangement may do so. Kiniksa Bermuda will not object to the participation in the sanction hearing by any shareholder.

By Order of the Board of Directors,

Madelyn Zeylikman
Secretary

Hamilton, Bermuda
April 23, 2024

 

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Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement and does not contain all of the important information that you should consider. As such, you should read the entire proxy statement carefully before voting.

Information about our 2024 Annual Meeting of Shareholders

Information about our Special Court-Ordered Meeting of Shareholders

Purpose of the Annual Meeting

The proposals to be considered and acted upon at the Annual Meeting are described in more detail in this proxy statement and are as follows:

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To elect Felix J. Baker, Ph.D., Tracey L. McCain and Kimberly J. Popovits as Class III Directors to serve on the Board of Directors until the 2027 Annual Meeting of Shareholders, and until their respective successors have been duly elected and qualified.

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To approve the appointment of PwC as our auditor until the close of our next Annual Meeting of Shareholders, to delegate our Board of Directors, through our Audit Committee, the authority to set the auditor’s remuneration for such period, and to ratify the appointment of PwC, as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

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To approve, on an advisory (non-binding) basis, the compensation of our named executive officers.

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To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment thereof.

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Purpose of the Redomiciliation Meeting

The proposals to be considered and acted upon at the Redomiciliation Meeting are described in more detail in this proxy statement and are as follows:

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To approve the Scheme of Arrangement attached as Annex A to this proxy statement between Kiniksa Bermuda and its shareholders.

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To approve a motion to adjourn the Redomiciliation Meeting to a later date to solicit additional proxies if there are insufficient proxies to approve the Scheme of Arrangement at the time of the Redomiciliation Meeting.

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If the Scheme of Arrangement becomes effective, it will result in the Redomiciliation pursuant to which (i) each holder of Kiniksa Bermuda Class A common shares, par value of $0.000273235 per share

 

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Proxy Statement Summary

   

(the “Class A Shares”) issued and outstanding immediately before the Redomiciliation is effected will receive class A ordinary shares, nominal value of $0.000273235 in the capital of Kiniksa Pharmaceuticals International, plc (“New Kiniksa”), a public limited company organized under the laws of England and Wales and newly-created subsidiary of Kiniksa Bermuda (“Class A Ordinary Shares”), on a one-for-one basis in respect of such issued and outstanding Class A Shares; (ii) each holder of Kiniksa Bermuda Class A1 shares, par value $0.000273235 per share (the “Class A1 Shares”) issued and outstanding immediately before the Redomiciliation is effected will receive class A1 ordinary shares, nominal value of $0.000273235 in the capital of New Kiniksa (“Class A1 Ordinary Shares”), on a one-for-one basis in respect of such outstanding Class A1 Shares; (iii) each holder of Kiniksa Bermuda Class B shares, par value $0.000273235 per share (the “Class B Shares”) issued and outstanding immediately before the Redomiciliation is effected will receive class B ordinary shares, nominal value of $0.000273235 in the capital of New Kiniksa (“Class B Ordinary Shares”), on a one-for-one basis in respect of such issued and outstanding Class B Shares; and (iv) each holder of Kiniksa Bermuda Class B1 shares, par value $0.000273235 per share (the “Class B1 Shares;” together with the Class A Shares, the Class A1 Shares and the Class B Shares, the “Common Shares”) issued and outstanding immediately before the Redomiciliation is effected will receive class B1 ordinary shares, nominal value of $0.000273235 in the capital of New Kiniksa (“Class B1 Ordinary Shares;” together with the Class A Ordinary Shares, Class A1 Ordinary Shares and Class B Ordinary Shares, the “New Kiniksa Shares”) and, on a one-for-one basis in respect of such issued and outstanding Class B1 Shares; (v) Kiniksa Bermuda will issue one Class A Share to New Kiniksa (the “New Kiniksa Common Share”); (vi) all of the Common Shares in Kiniksa Bermuda save for the New Kiniksa Common Share will be cancelled; and (vii) Kiniksa Bermuda undertakes to transfer all of its right, title and interest in its assets and assign or novate (as the case may be) all of its liabilities (if any) to New Kiniksa. If the Scheme of Arrangement becomes effective, the shareholders of Kiniksa Bermuda will become shareholders of New Kiniksa and New Kiniksa will become the ultimate parent and holding company of Kiniksa.

Corporate Governance Highlights

We maintain corporate governance guidelines (the “Corporate Governance Guidelines”) that set forth a flexible framework with which the Board, assisted by its Committees, exercises its responsibilities. The Corporate Governance Guidelines are reviewed by the Nominating and Corporate Governance Committee from time to time as appropriate and are subject to change. Listed below are some of our corporate governance practices designed to align with the needs of Kiniksa Bermuda for the benefit of our shareholders.

What We Do

✓

8 Independent Directors out of 9 Directors

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Separate Lead Independent Director and Chairman of the Board Roles

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100% Independent Board Committees

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Diversity of Background and Perspective on our Board, including Age, Gender, Race, Place of Residence and Experience

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Regular Executive Sessions of Independent Directors

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Risk Oversight by the Board and Board Committees

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Board and Committee Self-Evaluations

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Access to Executives, Other Employees and Advisors

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Proxy Statement Summary

   

Executive Compensation Highlights

Our Compensation Committee, which reviews our compensation programs, practices and policies, is committed to effective compensation governance. Listed below are some of the executive compensation practices and policies designed to drive performance, mitigate against undue risk and to align the interests of our executives and other employees with those of our shareholders.

What We Do

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Provide a Mix of Fixed and Variable Compensation, with Emphasis on Variable Compensation

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Provide a Mix of Annual- and Long-Term Incentive Compensation, with Emphasis on Long-Term Incentive Compensation

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Engage Independent Compensation Consultants

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Design Compensation Programs to Have a Strong Link Between Performance Measures and Strategic Objectives

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Utilize Competitive Market Data and a Compensation Peer Group

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Maintain Policy Prohibiting Hedging and Pledging

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What We Don’t Do

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No Excise Tax Gross-Ups in Existing Agreements

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No Pension or Executive Retirement Plans

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No Automatic Single Trigger Equity Acceleration on Change of Control

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No Repricing or Cash Buyouts of Underwater Options Without Shareholder Approval

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No Discount Share Options

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No Excessive Perquisites

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Proxy Statement for Annual Meeting of Shareholders and
Special Court-Ordered Meeting of Shareholders

Kiniksa Pharmaceuticals, Ltd.
Clarendon House
2 Church Street
Hamilton HM11, Bermuda

This proxy statement is furnished in connection with the solicitation by the Board of Directors (“Board” or “Board of Directors”) of Kiniksa Bermuda, of proxies to be voted at the Annual Meeting to be held on June 5, 2024 at 10:00 a.m. Atlantic Time (9:00 a.m. Eastern Time). The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online.

Holders of record of our Class A Shares and Class B Shares (together, the “Annual Meeting Voting Shares”), as of the close of business on April 15, 2024 (the “Record Date;” and such shareholders, the “Annual Meeting Shareholders”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment thereof.

Holders of record of our Common Shares, as of the close of business on the Record Date (such shareholders, the “Redomiciliation Meeting Shareholders”), will be entitled to notice of and to attend the Redomiciliation Meeting.

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), on or about April 23, 2024, we sent Notices of Internet Availability of Proxy Materials and provided access to our proxy materials over the Internet to the Annual Meeting Shareholders and the Redomiciliation Meeting Shareholders.

In this proxy statement, we sometimes refer to Kiniksa Bermuda before the Redomiciliation and New Kiniksa after the Redomiciliation, in each case, together with its consolidated subsidiaries, as “we,” “us,” “our,” or “Kiniksa.”

Our audited financial statements for the fiscal year ended December 31, 2023, as approved by our Board of Directors, together with the report of our independent registered public accounting firm and auditor with respect to those financial statements, will be laid before the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting and Redomiciliation Meeting to be held on June 5, 2024: The proxy materials are available at www.proxyvote.com.

Proposals

At the Annual Meeting, the Annual Meeting Shareholders will be asked:

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To elect Felix J. Baker, Ph.D., Tracey L. McCain and Kimberly J. Popovits as Class III Directors to serve on the Board of Directors until the 2027 Annual Meeting of Shareholders, and until their respective successors have been duly elected and qualified (Annual Meeting Proposal No. 1);

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To approve the appointment of the PwC as independent auditors of Kiniksa Bermuda for the year ending December 31, 2024, and to authorize the Board of Directors to determine the auditors’ remuneration (Annual Meeting Proposal No. 2);

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To approve, on an advisory (non-binding) basis, the compensation of our named executive officers (Annual Meeting Proposal No. 3); and

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To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

Shareholders

   

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the shareholders for a vote at the Annual Meeting, however, the proxy holders named on Kiniksa Bermuda’s proxy card will vote your shares in accordance with their discretion.

At the Redomiciliation Meeting, the Redomiciliation Meeting Shareholders will be asked:

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To approve the Scheme of Arrangement (Redomiciliation Proposal No. 1); and

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To approve the adjournment of the Redomiciliation Meeting to a later date to solicit additional proxies if there are insufficient proxies to approve the Scheme of Arrangement at the time of the meeting (Redomiciliation Proposal No. 2).

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Recommendations of the Board

At the Annual Meeting, the Board of Directors unanimously recommends that you vote your shares as indicated below.

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FOR the election of each of the nominees of the Board of Directors (Annual Meeting Proposal No. 1);

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FOR the approval of the appointment of PwC, a Registered Public Accounting Firm, as independent auditors of Kiniksa Bermuda for the year ending December 31, 2024, and to authorize the Board of Directors to determine the auditors’ remuneration (Annual Meeting Proposal No. 2); and

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FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers (Annual Meeting Proposal No. 3).

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At the Redomiciliation Meeting, the Board of Directors unanimously recommends that you vote your shares as indicated below.

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FOR the Scheme of Arrangement (Redomiciliation Meeting Proposal No. 1); and

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FOR the adjournment of the Redomiciliation Meeting to a later date to solicit additional proxies if there are insufficient proxies to approve the Scheme of Arrangement at the time of the meeting (Redomiciliation Meeting Proposal No. 2).

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Information About this Proxy Statement

Why you received this proxy statement. You are viewing or received this proxy statement and the other proxy materials because our Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting and Redomiciliation Meeting, as applicable. This proxy statement includes information that we are required to provide to you under the rules of the SEC and that is designed to assist you in voting your shares.

Notice of Internet Availability of Proxy Materials. As permitted by SEC rules, we are making this proxy statement and Kiniksa’s Annual Report on Form 10-K (“Annual Report”) available to our shareholders electronically via the Internet. On or about April 23, 2024, we mailed notices of Internet Availability of Proxy Materials (each, an “Internet Notice”) to our Annual Meeting Shareholders and Redomiciliation Meeting Shareholders containing instructions on how to access this proxy statement and our Annual Report and on how to vote. If you receive an Internet Notice by mail, you will not receive a printed copy of our proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review this proxy statement and our Annual Report and how you can submit your proxies over the Internet. If you receive an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials in the Internet Notice.

Printed Copies of Our Proxy Materials. If you receive printed copies of our proxy materials, then instructions regarding how you can vote are on Kiniksa Bermuda’s proxy cards included in the materials.

 

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

Shareholders

   

Householding. SEC rules permit us to deliver a single Internet Notice or set of our proxy materials to one address shared by two or more of our shareholders. This delivery method is referred to as “householding” and can result in significant cost savings. Bermuda law does not permit householding for delivery to our registered holders, however, we expect brokers, banks and other nominees to deliver only one Internet Notice or one set of our proxy materials to multiple shareholders who hold our shares in “street name” and who share an address, unless they receive instructions to the contrary from such shareholders prior to the mailing date. If you would prefer to receive separate copies of the Internet Notice or our proxy materials, please contact your broker, bank or nominee. We will also deliver promptly, upon written or oral request, a separate copy of the Internet Notice or our proxy materials, to any shareholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Internet Notice or our proxy materials, contact your broker, bank or nominee or Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

Questions and Answers about the Annual Meeting and the Redomiciliation Meeting

ARE TWO SEPARATE MEETINGS OF SHAREHOLDERS TAKING PLACE ON JUNE 5, 2024?

Yes. Our Annual Meeting will take place on June 5, 2024, at 10:00 a.m. Atlantic Time (9:00 a.m. Eastern Time) and will be held virtually. The Redomiciliation Meeting will begin immediately following the conclusion of the Annual Meeting and will also be held virtually.

WHY ARE YOU HAVING TWO SEPARATE MEETINGS?

Bermuda law requires a court-ordered meeting that is separate from the Annual Meeting to approve the Scheme of Arrangement attached as Annex A to this proxy statement between Kiniksa Bermuda and its shareholders.

WHAT AM I BEING ASKED TO VOTE ON?

The proposals to be considered and approved at the Annual Meeting are as follows:

➊

To elect Felix J. Baker, Ph.D., Tracey L. McCain and Kimberly J. Popovits as Class III Directors to serve on the Board of Directors until the 2027 Annual Meeting of Shareholders, and until their respective successors have been duly elected and qualified.

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➋

To approve the appointment of PwC as our auditor until the close of our next Annual Meeting of Shareholders, to delegate our Board of Directors, through our Audit Committee, the authority to set the auditor’s remuneration for such period, and to ratify the appointment of PwC, as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

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➌

To approve, on an advisory (non-binding) basis, the compensation of our named executive officers.

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➍

To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment thereof.

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The proposals to be considered and approved at the Redomiciliation Meeting are as follows:

➊

To approve the Scheme of Arrangement attached as Annex A to this proxy statement between Kiniksa Bermuda and its shareholders.

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➋

To approve a motion to adjourn the Redomiciliation Meeting to a later date to solicit additional proxies if there are insufficient proxies to approve the Scheme of Arrangement at the time of the Redomiciliation Meeting.

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WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?

Only Annual Meeting Shareholders are entitled to vote at the Annual Meeting. Each issued and outstanding Class A Share is entitled to one vote and each issued and outstanding Class B Share is

 

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

Shareholders

   

entitled to ten votes on all matters brought before the Annual Meeting. At the close of business on the Record Date, there were 40,304,438 Class A Shares and 1,795,158 Class B Shares issued and outstanding and entitled to vote at the Annual Meeting. We also have two classes of non-voting Common Shares, Class A1 Shares and Class B1 Shares, which do not have the right to vote on any matters at the Annual Meeting.

WHO IS ENTITLED TO VOTE AT THE REDOMICILIATION MEETING?

Redomiciliation Meeting Shareholders are entitled to vote at the Redomiciliation Meeting. Each issued and outstanding Common Share held as of the Record Date (a “Redomiciliation Meeting Voting Share”) is entitled to one vote on all matters brought before the Redomiciliation Meeting. For the avoidance of doubt, each Class A Share, Class A1 Share, Class B Share and Class B1 Share is entitled to one vote on all matters brought before the Redomiciliation Meeting. At the close of business on the Record Date, there were 40,304,438 Class A Shares, 12,781,964 Class A1 Shares, 1,795,158 Class B Shares and 16,057,618 Class B1 Shares.

What is the difference between a “record holder,” a “beneficial owner”, and holding shares in “street name”?

Most shareholders hold their shares through a broker, trust, bank or other nominee rather than directly in their own names.

If, on the Record Date, your shares were registered directly in your name with Equiniti Trust Company LLC, Kiniksa Bermuda’s transfer agent for Class A Shares (the “Class A Transfer Agent”) or registered in the register of members maintained by Conyers Corporate Services (Bermuda) Limited, Kiniksa Bermuda’s resident representative in Bermuda, for Class A1 Shares, Class B Shares and Class B1 Shares (“Conyers”), then you are a shareholder of record. As a shareholder of record, you may vote in person at the applicable virtual Meeting(s) or vote by proxy. Whether or not you plan to attend the Meeting(s), we urge you to vote over the Internet, by telephone or by filling out and returning a proxy card to ensure your vote is counted.

If, on the Record Date, your shares were held in an account at a broker, trust, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Meetings. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Meetings. However, since you are not the shareholder of record, you may not vote your shares at the Meetings unless you request and obtain a valid legal proxy or power of attorney from your broker, trust, bank or other nominee.

For the purpose of the Meetings and this Proxy Statement, attendance “in person” means attending such Meeting virtually or electronically and does not require physical attendance.

WHO CAN ATTEND THE ANNUAL MEETING AND/OR THE REDOMICILIATION MEETING?

You may attend the Annual Meeting only if you are an Annual Meeting Shareholder or if you hold a valid proxy for the Annual Meeting. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to access and attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/KNSA2024 and entering the 16-digit control number included in your Internet Notice in respect of the Annual Meeting, on your proxy card or on the instructions that accompanied your proxy materials, in each case, in respect of the Annual Meeting.

You may attend the Redomiciliation Meeting only if you are a Redomiciliation Meeting Shareholder, or if you hold a valid proxy for the Redomiciliation Meeting. The Redomiciliation Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to access and attend the Redomiciliation Meeting by visiting www.virtualshareholdermeeting.com/KNSA2024 and entering the 16-digit control number included in your Internet Notice in respect of the Redomiciliation Meeting, on your proxy card or on the instructions that accompanied your proxy materials, in each case, in respect of the Redomiciliation Meeting.

 

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

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The Annual Meeting webcast will begin promptly at 10:00 a.m. Atlantic Time (9:00 a.m. Eastern Time). We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:50 a.m. Atlantic Time (8:50 a.m. Eastern Time), and you should allow ample time to log in to the meeting webcast and test your computer audio system. The Redomiciliation Meeting webcast will begin immediately after the conclusion of the Annual Meeting. We recommend that you carefully review the procedures needed to gain admission in advance.

WHAT IF I HAVE TECHNICAL DIFFICULTIES ACCESSING THE VIRTUAL MEETING WEBSITE?

If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log in page.

AM I ENTITLED TO VOTE IF I AM A “BENEFICIAL OWNER” OF SHARES HELD IN “STREET NAME”?

If you are a “beneficial owner” of Annual Meeting Voting Shares or Redomiciliation Meeting Voting Shares held in “street name” by a bank, a broker or other nominee, our proxy materials are being provided to you by such nominee, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares, and such nominee is required to vote your shares in accordance with your instructions. If your shares are not registered in your own name and you would like to vote your shares in person at the Annual Meeting or Redomiciliation Meeting, you should contact your bank, broker or other nominee to obtain a legal proxy or power of attorney and voting instructions.

HOW DO I VOTE?

Shares Registered in Your Name. If you are a registered shareholder of Annual Meeting Voting Shares or Redomiciliation Meeting Voting Shares, we recommend that you vote by proxy in advance of the Annual Meeting and Redomiciliation Meeting, as applicable, even if you plan to attend such meetings. The Meetings will be completely virtual meetings, which will be conducted via live webcast. Follow the instructions on the enclosed proxy cards for each proposal to be considered at the Annual Meeting and the Redomiciliation Meeting. The proxy holders named on the proxy cards will vote your shares as you instruct. If you sign and return the proxy cards but do not vote on a proposal, the proxy holders will vote for you as described under “What if I did not specify how my shares are to be voted?” below.

You may vote by proxy in advance of the Annual Meeting or Redomiciliation Meeting by:

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Telephone—you can vote by telephone by calling 1-800-690-6903 and following the instructions on the applicable Internet Notice or proxy card.

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•

Internet—you can vote over the internet at www.proxyvote.com by following the instructions on the applicable Internet Notice or proxy card.

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Mail—You can vote by mail by signing, dating and mailing the applicable proxy card, which you may have received by mail.

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Telephone and Internet voting facilities for holders of record of our Annual Meeting Voting Shares and Redomiciliation Meeting Voting Shares will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 4, 2024.

Shares held in “street name.” If your shares are held in “street name” through a bank, broker or other nominee, you will receive instructions on how to vote your shares from such nominee. You must follow their instructions in order for your shares to be voted. Telephone and Internet voting also may be offered to shareholders owning shares through these nominees. If your shares are not registered in your own name and you would like to vote your shares in person at the Annual Meeting or Redomiciliation Meeting, you should contact your bank, broker or other nominee to obtain a legal proxy or power of attorney and voting instructions.

The proxy holders for the shareholders are any of Sanj K. Patel and Madelyn Zeylikman.

 

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

Shareholders

   

MAY I VOTE AT THE ANNUAL MEETING AND THE REDOMICILIATION MEETING?

Yes. Please see “Who can attend the Annual Meeting and/or the Redomiciliation Meeting?” and “Am I entitled to vote if I am a “Beneficial Owner” of shares held in “street name”?” for additional information.

HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE ON THE PROPOSALS?

At the Annual Meeting, the Board of Directors unanimously recommends a vote

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FOR the election of each of the nominees of the Board of Directors (Annual Meeting Proposal No. 1);

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FOR the approval of the appointment of PwC, a Registered Public Accounting Firm, as independent auditors of Kiniksa Bermuda for the year ending December 31, 2024, and to authorize the Board of Directors to determine the auditors’ remuneration (Annual Meeting Proposal No. 2); and

​

•

FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers (Annual Meeting Proposal No. 3).

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At the Redomiciliation Meeting, the Board of Directors unanimously recommends a vote

•

FOR the Scheme of Arrangement (Redomiciliation Meeting Proposal No. 1); and

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FOR the adjournment of the Redomiciliation Meeting to a later date to solicit additional proxies if there are insufficient proxies to approve the Scheme of Arrangement at the time of the meeting (Redomiciliation Meeting Proposal No. 2).

​

MAY I REVOKE MY PROXY?

Shares Registered in Your Name. Yes, if you are a registered shareholder, you may revoke your proxy and change your vote by submitting a duly executed proxy bearing a later date, granting a subsequent proxy through the Internet or telephone, giving written notice of revocation to the Secretary of Kiniksa prior to the Annual Meeting or Redomiciliation Meeting or voting at such meeting.

Your most recent proxy card or telephone or Internet proxy for the applicable meeting is the one that will be counted. Your attendance at the Annual Meeting or the Redomiciliation Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is voted or you vote at such meeting.

Shares held in “street name.” Yes, if your shares are held in “street name,” you may change or revoke your voting instructions by following the specific directions provided to you by your bank, broker or other nominee, or you may vote in person at the Annual Meeting or the Redomiciliation Meeting by obtaining a legal proxy or power of attorney from your bank, broker or other nominee and submitting the legal proxy or power of attorney along with your ballot.

HOW MANY SHARES MUST BE PRESENT TO HOLD THE ANNUAL MEETING AND THE REDOMICILIATION MEETING?

A “quorum” must be present for the Annual Meeting and the Redomiciliation Meeting, as applicable, to be held.

Annual Meeting: The presence of two or more persons, in person or by proxy, representing the holders of a majority of the Annual Meeting Voting Shares issued and outstanding on the Record Date will constitute a quorum.

Redomiciliation Meeting: The presence at the Redomiciliation Meeting of two or more persons, in person or by proxy, representing the holders of a majority of the Redomiciliation Meeting Voting Shares issued and outstanding on the Record Date will constitute a quorum.

WHAT IF A QUORUM IS NOT PRESENT AT THE ANNUAL MEETING OR THE REDOMICILIATION MEETING?

If within half an hour from the time appointed for the meeting a quorum is not present, then the meeting will be adjourned to the same day one week later, at the same time and place or to another

 

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

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day, time or place as the Secretary of Kiniksa Bermuda determines. Unless the meeting is adjourned to a specific date, time and place announced at the meeting being adjourned, fresh notice of the resumption of the meeting shall be given to each shareholder entitled to attend and vote at the Annual Meeting and/or the Redomiciliation Meeting, as applicable.

WHAT ARE BROKER NON-VOTES AND DO THEY COUNT FOR DETERMINING A QUORUM?

A broker non-vote occurs when shares held in “street name” for a beneficial owner are not voted with respect to a particular proposal because the bank, broker or other nominee has not received voting instructions from you as the beneficial owner and lacks discretionary voting power to vote those shares.

Your shares may be voted if you hold them “beneficially,” even if you do not provide the bank, broker or nominee with voting instructions. Your bank, broker or nominee has the authority, under applicable regulatory requirements, to vote shares for which their customers do not provide voting instructions on certain “routine” matters. Broker non-votes count for purposes of determining whether a quorum is present for the Meetings, but will have no effect on the vote for the election of directors and approval of the compensation of our named executive officers or the Redomiciliation Meeting proposals.

Shares Registered in Your Name. If you are an Annual Meeting Shareholder or Redomiciliation Meeting Shareholder and you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of our Board of Directors. Board recommendations are indicated under the heading “How does the Board of Directors recommend that I vote on the proposals?” above as well as with the description of each proposal in this proxy statement.

Annual Meeting: Shares Held in “street name.” Although the determination of whether a nominee will have discretionary voting power for a particular item is typically determined only after proxy materials are filed with the SEC, we expect that (a) the approval of the appointment of PwC as our auditor until the close of our next Annual Meeting of Shareholders, the delegation to our Board, through our Audit Committee, of the authority to set the auditor’s remuneration for such period, and the ratification of the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2024, will be a routine matter, in which case the bank, broker or other nominee would vote your shares in its discretion and (b) the election of directors and the advisory vote on the compensation of our named executive officers will not be routine matters, in which case a broker non-vote would occur.

Redomiciliation Meeting: Shares Held in “street name.” Although the determination of whether a nominee will have discretionary voting power for a particular item is typically determined only after proxy materials are filed with the SEC, we expect that the approval of the Scheme of Arrangement and the proposal to adjourn the Redomiciliation Meeting to a later date to solicit additional proxies if there are insufficient proxies to approve the Scheme of Arrangement at the time of the meeting will not be considered routine matters for which broker may vote unvoted shares.

HOW WILL VOTES WITHHELD AND ABSTENTIONS BE TREATED?

A “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the other proposals, represent a shareholder’s affirmative choice to decline to vote on a proposal. Votes withheld have no effect on the election of directors and abstentions have no effect on the other proposals. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum.

HOW ARE VOTES COUNTED?

Annual Meeting Voting Shares and Redomiciliation Meeting Voting Shares represented in person or by proxy, including shares which abstain or do not vote with respect to one or more of the matters presented for shareholder approval, will be counted for purposes of determining whether a quorum is present. Broker non-votes count for purposes of determining whether a quorum is present, but will have no effect on the vote for the election of directors and approval of the compensation of our named executive officers. Because a bank, broker or other nominee has discretionary authority to vote on routine matters, we do not expect any broker non-votes in connection with any such proposals.

 

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

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Abstentions and broker non-votes are not counted in the tally of votes FOR or AGAINST a proposal. A WITHHELD vote is the same as an abstention. With respect to Annual Meeting Proposals No. 1 and No. 3, and Redomiciliation Proposals No. 1 and No. 2, abstentions and broker non-votes are not counted as votes in favor of or against any proposal or director nominee. With respect to Annual Meeting Proposal No. 2, abstentions are not counted as votes in favor of or against the proposal, and we do not expect broker non-votes on the proposal.

For additional information on the treatment of abstentions and broker non-votes, see the below section titled “—In summary, how many votes are required to approve each proposal and how will votes withheld and abstentions be treated?”

HOW MANY VOTES DO MY ANNUAL MEETING VOTING SHARES HAVE AT THE ANNUAL MEETING?

You are entitled to vote at the Annual Meeting only if you were a record holder of our Annual Meeting Voting Shares. Each issued and outstanding Class A Share is entitled to one (1) vote and each issued and outstanding Class B Share is entitled to ten (10) votes on all matters brought before the Annual Meeting. At the close of business on the Record Date, there were 40,304,438 Class A Shares and 1,795,158 Class B Shares issued and outstanding and entitled to vote at the Annual Meeting. We also have two classes of non-voting Common Shares, Class A1 Shares and Class B1 Shares, which do not have the right to vote on any matters at the Annual Meeting.

How many votes do my Redomiciliation Meeting Voting Shares have at the Redomiciliation Meeting?

You are entitled to vote at the Redomiciliation Meeting if you were a record holder of any Redomiciliation Meeting Voting Shares. Each Redomiciliation Meeting Shareholder, pursuant to the court order, is entitled to one (1) vote for each Redomiciliation Meeting Voting Share you hold in respect of each proposal to be voted on at the Redomiciliation Meeting.

In summary, how many votes are required to approve each proposal and how will votes withheld and abstentions be treated?

Annual Meeting Proposals

 

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

Shareholders

   

Redomiciliation Meeting Proposals

Does any shareholder own a majority of Kiniksa Bermuda’s Annual Meeting Voting Shares or Redomiciliation Meeting Voting Shares?

No. As of the Record Date, our current executive officers, directors and entities affiliated with certain of our directors collectively own Annual Meeting Voting Shares representing approximately 37% of the voting power of the issued and outstanding Annual Meeting Voting Shares and collectively own Redomiciliation Meeting Voting Shares representing approximately 49% of the voting power of the issued and outstanding Redomiciliation Meeting Voting Shares, although they do not vote together as a group.

ARE THERE SEPARATE PROXY CARDS FOR THE ANNUAL MEETING AND THE REDOMICILIATION MEETING?

Yes. Included with this proxy statement are two proxy cards, one for the Annual Meeting (the “Annual Meeting Proxy Card”) and one for the Redomiciliation Meeting (the “Redomiciliation Meeting Proxy Card”).

WHAT DOES IT MEAN IF I RECEIVE MULTIPLE INTERNET NOTICES OR SETS OF PROXY MATERIALS?

You should receive one Internet Notice or set of proxy materials for each Meeting at which you are entitled to vote. If you receive more than one set of proxy materials per meeting, it means that you have multiple accounts with brokers or the Class A Transfer Agent and/or hold Common Shares eligible to be voted at both the Annual Meeting and the Redomiciliation Meeting. Please vote all of these shares. Kiniksa Bermuda encourages you to have all your shares registered in the same name and address. You may do this by contacting your broker or the Class A Transfer Agent, as applicable. The Class A Transfer Agent may be reached at 6201 15th Avenue, Brooklyn, New York 11219; Telephone: 1-800-937-5449.

MAY SHAREHOLDERS ASK QUESTIONS?

Yes.

Annual Meeting. Representatives of Kiniksa Bermuda will answer questions of general interest of the Annual Meeting Shareholders following the formal agenda of the Annual Meeting. In order to give a greater number of shareholders an opportunity to ask questions, individuals or groups will be allowed to ask only one question and no repetitive or follow-up questions will be permitted.

 

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

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Redomiciliation Meeting. Representatives of Kiniksa Bermuda will answer questions of the Redomiciliation Meeting Shareholders relating to the Scheme of Arrangement. Shareholders will not have an opportunity to ask questions following the Redomiciliation Meeting.

WILL ANY OTHER MATTERS BE VOTED ON AT THE ANNUAL MEETING OR THE REDOMICILIATION MEETING?

As of the date of this proxy statement, Kiniksa Bermuda’s management knows of no other matter that will be presented for consideration at the Annual Meeting other than those matters discussed in this proxy statement. If any other matters properly come before the Annual Meeting and call for a vote of shareholders, proxies properly submitted prior to the Annual Meeting will be voted in accordance with the judgment of the proxy holders. Matters other than those discussed in this proxy statement may not be presented for consideration at the Redomiciliation Meeting.

WHO IS MAKING AND PAYING FOR THIS PROXY SOLICITATION?

This proxy is solicited on behalf of the Board of Directors. Kiniksa Bermuda will pay the cost of distributing this proxy statement and related materials. Our officers may solicit proxies electronically or by mail or telephone. Upon request, we will reimburse banks, brokers, trustees, custodians or other nominees for reasonable expenses that they incur in forwarding proxy materials to beneficial owners of shares of the Common Shares. Kiniksa Bermuda may, if appropriate, retain an independent proxy solicitation firm to assist Kiniksa Bermuda in soliciting proxies. Kiniksa Bermuda’s officers and employees may participate in the solicitation of proxies without additional compensation.

Questions and Answers about the Redomiciliation

WHY DOES KINIKSA BERMUDA WANT TO MOVE ITS RESIDENCE FROM BERMUDA TO THE UNITED KINGDOM?

Kiniksa Bermuda was incorporated in Bermuda in 2015. At that time, Bermuda was chosen as a favorable jurisdiction due to its well-developed and understood legal system and favorable tax environment. Bermuda was selected over other jurisdictions affording similar attributes in part due to its proximity to the United States (the “U.S.”) and the U.S. public equity market’s comfort level with Bermuda companies. Kiniksa Bermuda was taken public in 2018 and our Class A Shares are now traded on the Nasdaq Global Select Market (the “Nasdaq”).

We have decided that Bermuda is no longer the most desirable jurisdiction for our principal holding company’s place of incorporation for several reasons, including because of global tax initiatives of the Organization for Economic Co-operation and Development (“OECD”) and recent tax law changes in Bermuda. Additionally, it is possible that there could be legislative and regulatory proposals in jurisdictions in which we operate that could be detrimental to companies that are domiciled in Bermuda.

We have reviewed a number of alternative jurisdictions with our Board of Directors and outside advisers, including the U.S., where our parent company has never been incorporated or tax resident. A move to the U.S. was rejected because it would likely significantly increase Kiniksa’s global effective tax rate, resulting in significant declines in future earnings, which would adversely impact our shareholders. We determined instead that moving the principal holding company of the group from Bermuda to a country with more expansive tax treaties globally would likely be in the best interests of our shareholders, employees, and other stakeholders in the longer-term, and we believe that moving the place of incorporation and tax residence of the group’s principal holding company to the U.K. in this manner is the best available option. The U.K. offers a stable long-term legal and regulatory environment for Kiniksa. In reaching this decision we considered the following additional factors:

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Kiniksa’s presence in the U.K. dates back to 2018 when Kiniksa Pharmaceuticals (UK), Ltd. was formed as a subsidiary of Kiniksa Bermuda. This U.K. operating company employs a number of our key employees, and we are comfortable doing business in the U.K.

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•

The U.K. possesses robust legal, accounting and financial industries, which we believe will be integral to our future success.

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•

The U.K., like Bermuda, is a common law jurisdiction, which we consider to be less prescriptive than many civil law jurisdictions. As a result, we believe the U.K.’s legal system to be more flexible, predictable and familiar to Kiniksa Bermuda than a civil law system.

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

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•

The regulatory environment in the U.K. is broadly favorable for the biopharmaceutical industry.

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•

Changing the place of incorporation of the group’s principal holding company to the U.K. will provide a continuity of legal rights for our shareholders on substantially the same grounds as they enjoy in Bermuda.

​

We cannot assure you that the anticipated benefits of our proposed Redomiciliation from Bermuda to the U.K. will be realized. Despite the potential benefits described above, the Redomiciliation will expose you and us to some risks. These risks include the following:

•

your rights as a shareholder will change because of differences between Bermuda law and English law and between the governing documents of Kiniksa Bermuda and New Kiniksa (for a description of these differences, please see “Comparison of Rights of Shareholders and Powers of the Board of Directors”);

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•

the Redomiciliation will result in additional direct and indirect costs, even if it is not completed;

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•

we may choose to abandon or delay the Redomiciliation;

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•

increased shareholder voting requirements in the U.K. will reduce our flexibility relating to our ability to issue new shares; and

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•

the buy-back of New Kiniksa Shares, and any transfer of New Kiniksa Shares outside of DTC (as defined below), after the Redomiciliation may be subject to U.K. stamp taxes.

​

Please see the discussion under “Risk Factors.” Our Board of Directors has considered both the potential advantages of the Redomiciliation and these risks and has unanimously approved the Scheme of Arrangement and recommended that the shareholders vote for the Scheme of Arrangement.

WILL THE REDOMICILIATION AFFECT KINIKSA’S CURRENT OR FUTURE OPERATIONS?

We believe that the Redomiciliation will have no material impact on how we conduct our day-to-day operations, which are primarily overseen by our U.S. and Swiss subsidiaries. The location of our future operations will depend on the needs of our business, independent of our legal domicile.

HOW WILL THE REDOMICILIATION AFFECT KINIKSA’S PRESENCE IN BERMUDA?

Following the completion of the Redomiciliation, the place of incorporation of Kiniksa’s principal holding company and its principal executive offices will be in the U.K. We expect to cease our presence in Bermuda following the Redomiciliation.

HOW WILL THE REDOMICILIATION AFFECT OUR PRESENCE IN THE U.S.?

There are no changes planned for our U.S. operations or workforce as a result of the Redomiciliation.

WHAT WILL BE KINIKSA’S CORPORATE PRESENCE IN THE U.K.?

Other than the U.K. being the place of incorporation and jurisdiction of tax residence for the group’s principal holding company and English law governing New Kiniksa, we do not currently have any changes planned for our current U.K. operations or workforce.

WILL THE REDOMICILIATION DILUTE MY ECONOMIC INTEREST IN KINIKSA?

No. Your relative economic ownership in Kiniksa will not change as a result of the Redomiciliation.

HOW WILL THE REDOMICILIATION AFFECT FINANCIAL REPORTING?

After the Redomiciliation, New Kiniksa will continue to prepare financial statements in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and report in U.S. dollars, and will continue to file reports on Forms 10-K, 10-Q and 8-K with the SEC, as it currently does. In addition, as required by English law, in connection with annual general meetings (as defined in Section 336(1) of the

 

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

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U.K. Companies Act 2006) of New Kiniksa, shareholders will receive audited consolidated annual financial statements prepared in accordance with International Financial Reporting Standards, which we refer to as the “U.K. Financial Statements,” in addition to the information shareholders already receive.

WILL THE REDOMICILIATION AFFECT KINIKSA’S ABILITY TO ACCESS THE CAPITAL MARKETS IN THE FUTURE?

We do not expect that the Redomiciliation will have any significant effect on our ability to access the capital markets. We expect to be able to access the capital markets as efficiently and on similar terms as we can today.

WHAT EFFECT WOULD THE FAILURE TO COMPLETE THE REDOMICILIATION HAVE ON KINIKSA?

We will incur certain legal, accounting, consulting and administrative costs whether or not the Redomiciliation is completed. Additionally, we will also not benefit from the significant time and effort spent by our management to effect the Redomiciliation should the Scheme of Arrangement not be approved by our shareholders. We will consider all possible alternatives in the event that the Redomiciliation is not completed. For more information, please see “Risk Factors.”

WHAT ARE THE MATERIAL TAX CONSEQUENCES OF THE REDOMICILIATION?

Please read the following questions and answers regarding some of the potential tax consequences of the Redomiciliation. Please refer to “Certain United States, United Kingdom and Bermuda Tax Considerations” beginning on page 77 for a description of the material U.S. federal income tax and U.K. tax consequences of the Redomiciliation to shareholders of Kiniksa Bermuda. The actual tax consequences of the Redomiciliation to you may be complex and will depend on your specific situation. You are urged to consult your tax adviser for a full understanding of the tax consequences of the Redomiciliation to you.

IS THE REDOMICILIATION TAXABLE TO ME?

Under U.S. federal income tax law, holders of Common Shares should not recognize gain or loss in the Redomiciliation. Under English tax law, holders of Common Shares should not recognize gain or loss in the Redomiciliation. Please see “Certain United States, United Kingdom and Bermuda Tax Considerations.”

IS THE REDOMICILIATION A TAXABLE TRANSACTION FOR KINIKSA BERMUDA OR NEW KINIKSA?

The Redomiciliation is not expected to be a taxable transaction for Kiniksa Bermuda or New Kiniksa. Please see “Certain United States, United Kingdom and Bermuda Tax Considerations.”

WILL THE REDOMICILIATION AFFECT KINIKSA BERMUDA’S EFFECTIVE TAX RATE IN 2024—OR EXPECTATIONS FOR LATER YEARS?

Based on current law, the Redomiciliation is not anticipated to have any material impact on Kiniksa Bermuda’s effective tax rate.

Does it matter, for tax or other reasons, whether I hold my shares “beneficially” or “of record”?

Yes. In general, our shareholders hold their shares in one of two ways. Some shareholders are directly registered in their own names on Kiniksa Bermuda’s shareholder records, as maintained by the Class A Transfer Agent or Conyers, as applicable. In this proxy statement, we generally refer to these shareholders as holding their shares “directly,” “Shareholders of record,” “record holder” or “outside of DTC.” Other shareholders hold their shares through banks, brokers, trustees, custodians or other nominees, which in turn hold those shares through the Depository Trust Company (“DTC”). We generally refer to these shareholders as holding their shares “beneficially” or “through DTC,” and to these banks, brokers, trustees, custodians or other nominees as “brokers.”

For U.K. stamp tax purposes, you may be treated differently depending on whether you hold your shares inside or outside the DTC. Please see “Certain United States, United Kingdom and Bermuda

 

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

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Tax Considerations—U.K. Tax Considerations.” In addition, there are different procedures for voting and attending the meeting, depending on how you hold your shares. Please see “Who can attend the Annual Meeting and/or Redomiciliation Meeting” and “Am I entitled to vote if I am a “Beneficial Owner” of shares held in “street name”?”.

Will there be U.K. withholding tax on dividends on Kiniksa shares if and when Kiniksa decides to pay dividends?

No. The U.K. does not, under current law, impose withholding tax at source on payments of dividends.

Please see “Certain United States, United Kingdom and Bermuda Tax Considerations—U.K. Tax Considerations—U.K. Tax on Dividends” for a more detailed description of U.K. taxation on dividends.

Will there be U.K. income or corporation tax on dividends on Kiniksa shares if and when we decide to pay dividends?

Individual shareholders who are not resident (for tax purposes) or domiciled in the U.K. and who hold their Kiniksa shares as an investment and not in connection with any trade carried on by them (whether solely or in partnership) in the U.K. should not generally be subject to U.K. tax on dividends received from New Kiniksa.

Corporate shareholders that are not resident in and have no permanent establishment in the U.K. for tax purposes and hold their Kiniksa shares as an investment and not in connection with any trade carried on by them should not generally be subject to U.K. tax on dividends received from New Kiniksa.

Shareholders that are resident in the U.K. for U.K. tax purposes should seek their own advice.

Please see “Certain United States, United Kingdom and Bermuda Tax Considerations—U.K. Tax Considerations—U.K. Tax on Dividends—Income Tax and Corporation Tax” for a more detailed description of the U.K. income and corporation tax on dividends.

WILL THERE BE U.K. STAMP TAXES ON THE TRANSFER OF NEW KINIKSA SHARES?

Transfers of New Kiniksa Shares outside of DTC may be subject to U.K. stamp duty.

Please see “Certain United States, United Kingdom and Bermuda Tax Considerations—U.K. Tax Considerations—Stamp Taxes” for a more detailed description of U.K. stamp taxes.

Will the Redomiciliation have any impact on Kiniksa’s ability to pay dividends or buy back shares?

Under English law, dividends must be paid (and share buybacks must generally be funded) out of “distributable reserves,” which New Kiniksa will not have immediately following the Redomiciliation. Please see “Description of New Kiniksa Shares—Dividends” and “Description of New Kiniksa Shares—​Share Buybacks and Redemptions.” If the Scheme of Arrangement is approved, the Redomiciliation will give rise to a merger reserve on the balance sheet of New Kiniksa in an amount equal to the amount by which the fair value of the New Kiniksa Shares exceeds the nominal value of the New Kiniksa Shares issued pursuant to the Scheme of Arrangement. Accordingly, if the Scheme of Arrangement is approved, New Kiniksa may resolve to capitalize the merger reserve account of New Kiniksa by way of an issue of a non-voting bonus share to Kiniksa Bermuda (as holder of the Existing Preference Shares). The non-voting bonus share will be issued with a nominal value equal to the merger reserve. The non-voting bonus share will have no voting rights and will not carry any entitlement to attend general meetings of New Kiniksa. It will carry only the right to participate in any return of capital to the extent of the amount paid up or credited as paid up on the non-voting bonus share but only after the holder of each New Kiniksa Share has received the amount paid up or credited as paid up on such New Kiniksa Share. Accordingly, the non-voting bonus share will, for all practical purposes, be valueless. Following consummation of the Redomiciliation, if at any point in the future New Kiniksa determines that it requires distributable reserves in order to permit us to pay dividends (and repurchase shares) New Kiniksa may, subject to shareholder approval, undertake a court approved procedure to cancel such share, thereby creating distributable reserves. The capitalization of the merger reserve is required because the courts of England and Wales only have statutory power to reduce capital, share premium

 

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

Shareholders

   

account and capital redemption reserve. Hence, in order to utilize the merger reserve, it is necessary to convert that reserve into share capital and thereafter to cancel it.

Although we are not aware of any reason why the English Companies Court would not approve the creation of distributable reserves, the issuance of the required order is a matter for the discretion of the English Companies Court and there is no guarantee that such approval will be forthcoming.

Share buybacks following the Redomiciliation are expected to be subject to U.K. stamp duty at the current rate of 0.5% payable by New Kiniksa.

Will the Redomiciliation have any material impact on another company’s ability to acquire Kiniksa?

No, the Redomiciliation should not materially affect the ability of another company to acquire Kiniksa, although English law will impose different standards than Bermuda law imposes. Such an acquisition may be subject to U.K. stamp duty at the current rate of 0.5% of the consideration, payable by the buyer. Please see “Comparison of Rights of Shareholders and Powers of the Board of Directors—​Shareholder Approval of Business Combinations and Appraisal Rights,” and “Comparison of Rights of Shareholders and Powers of the Board of Directors—Other Anti-Takeover Measures.”

WHEN DO YOU EXPECT THE REDOMICILIATION TO BE COMPLETED?

We are working towards completing the Redomiciliation as quickly as possible and, assuming the Scheme of Arrangement is approved by the requisite shareholder vote and by the Supreme Court of Bermuda and the other conditions to the consummation of the Redomiciliation are satisfied (and we do not abandon the Redomiciliation), we expect to complete the Redomiciliation on or about June 27, 2024. Please see Annex D to this proxy statement for an expected timetable. However, the Redomiciliation may be abandoned or delayed by our Board of Directors at any time prior to the Scheme of Arrangement becoming effective, even though the Scheme of Arrangement may have been approved by our shareholders and sanctioned by the Supreme Court of Bermuda and all other conditions to the Redomiciliation have been satisfied. Please see “The Redomiciliation—Amendment, Termination or Delay.”

WHAT WILL I RECEIVE FOR MY COMMON SHARES?

You will receive (i) one Class A Ordinary Share of New Kiniksa for each Class A Share; (ii) one Class A1 Ordinary Share of New Kiniksa for each Class A1 Share; (iii) one Class B Ordinary Share of New Kiniksa for each Class B Share; and (iv) one Class B1 Ordinary Share of New Kiniksa for each Class B1 Share that you held immediately prior to the effectiveness of the Redomiciliation.

If the Scheme of Arrangement is approved, do I have to take any action to cancel my Common Shares and receive New Kiniksa Shares?

Assuming that the Redomiciliation becomes effective, if you hold your Common Shares in uncertificated book-entry form or through DTC at the Redomiciliation Time (as defined below), which we anticipate will be after the close of trading on Nasdaq on the day the Scheme of Arrangement becomes effective, and before the opening of trading on Nasdaq on the next trading day, your Common Shares will be cancelled and New Kiniksa Shares will be issued without any action on your part.

If you hold any Class A Shares directly in certificated form and the Redomiciliation becomes effective, soon after the Redomiciliation Time the Class A Transfer Agent will send you a letter of transmittal, which is to be used to surrender your Common Share certificates and to apply for share certificates evidencing your ownership in New Kiniksa. The letter of transmittal will contain instructions explaining the procedure for surrendering Common Share certificates and applying for share certificates evidencing your ownership in New Kiniksa. You should not return share certificates with the enclosed proxy card for the Redomiciliation Meeting.

If you hold any Class A1 Shares, Class B1 Shares or Class B Shares in certificated or uncertificated form, your Class A1 Shares, Class B1 Shares or Class B Shares, as applicable, will be cancelled and

 

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

Shareholders

   

New Kiniksa Class A1 Ordinary Shares, Class B1 Ordinary Shares or Class B Ordinary Shares will be issued without any action on your part.

Any certificates in respect of any Common Shares will automatically be cancelled pursuant to the Scheme of Arrangement.

Can I trade Class A Shares between the date of this Proxy Statement and the effective time of the Redomiciliation?

Yes. We expect the Class A Shares will continue to trade during this period.

HOW WILL THE REDOMICILIATION AFFECT THE STOCK EXCHANGE LISTING OF KINIKSA SHARES?

We expect that, immediately following the Redomiciliation Time (as defined below), the Class A Ordinary Shares will be listed on Nasdaq under the symbol “KNSA,” the same symbol under which your shares are currently listed. We do not plan to list our shares on the London Stock Exchange.

Parties to the Redomiciliation

Kiniksa Bermuda. Kiniksa Bermuda is a commercial-stage biopharmaceutical company, which together with its wholly-owned subsidiaries, is focused on discovering, acquiring, developing and commercializing therapeutic medicines for patients suffering from debilitating diseases with significant unmet medical need. The principal executive offices of Kiniksa Bermuda are located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

New Kiniksa. New Kiniksa is a newly formed public limited company under the laws of England and Wales and is currently wholly owned by Kiniksa Bermuda. New Kiniksa has only nominal assets and capitalization and has not engaged in any business or other activities other than in connection with its formation and the Redomiciliation. As a result of the Redomiciliation, New Kiniksa will become the parent holding company of Kiniksa. The principal executive offices of New Kiniksa are located at c/o Kiniksa Pharmaceuticals (UK), Ltd., Third Floor, 23 Old Bond Street, London, W1S 4PZ, England, UK.

The Redomiciliation

The Redomiciliation will effectively change the place of incorporation of Kiniksa Bermuda from Bermuda to the U.K.

Redomiciliation. The Redomiciliation involves several steps. On April 9, 2024, Kiniksa Bermuda, the Bermuda company whose Common Shares you currently own, formed New Kiniksa, as a direct, wholly-owned subsidiary. On April 19, 2024, we petitioned the Supreme Court of Bermuda to order the calling of a meeting of holders of Class A Shares, Class A1 Shares, Class B Shares and Class B1 Shares to approve the Scheme of Arrangement. On April 19, 2024, the Supreme Court of Bermuda ordered us to seek your approval of the Scheme of Arrangement. We will hold the Redomiciliation Meeting to approve the Scheme of Arrangement on June 5, 2024. If we obtain the necessary shareholder approval, the Supreme Court of Bermuda will hold the Sanction Hearing to sanction the Scheme of Arrangement, which is expected to be held on June 14, 2024. Assuming we receive the necessary approvals from our shareholders and the Supreme Court of Bermuda and the conditions to consummation of the Redomiciliation are satisfied (and we do not abandon the Redomiciliation), we will file the court order sanctioning the Scheme of Arrangement with the Bermuda Registrar of Companies, at which time the Scheme of Arrangement will be effective. Various steps of the Redomiciliation will occur effectively simultaneously at the time of the redomiciliation, which we anticipate will be after the close of trading on Nasdaq on the day the Scheme of Arrangement becomes effective, and before the opening of trading on Nasdaq on the next trading day (the “Redomiciliation Time”).

The following diagram shows the structure of Kiniksa Bermuda before the Redomiciliation and after the Redomiciliation. The diagram does not reflect any of the legal entities owned by Kiniksa Bermuda other than New Kiniksa. Following the Redomiciliation, we expect to dissolve Kiniksa Bermuda.

 

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

Shareholders

   

At the Redomiciliation Time, the following steps will occur effectively simultaneously:

➊

New Kiniksa will issue New Kiniksa Shares on a one-for-one basis to the holders of Kiniksa Bermuda’s Common Shares;

​

➋

Kiniksa Bermuda will issue the New Kiniksa Common Share, being one (1) Class A Share to New Kiniksa (which will constitute all of Kiniksa Bermuda’s issued and outstanding shares following the Redomiciliation);

​

➌

all issued and outstanding Common Shares of Kiniksa Bermuda (other than the New Kiniksa Common Share) will be cancelled; and

​

➍

Kiniksa Bermuda undertakes to transfer all of its right, title and interest in its assets and assign or novate (as the case may be) its liabilities (if any) to New Kiniksa.

​

As a result of the Redomiciliation, the holders of Common Shares of Kiniksa Bermuda will become ordinary shareholders of New Kiniksa and Kiniksa Bermuda will become a wholly owned subsidiary of New Kiniksa.

In connection with consummation of the Redomiciliation, New Kiniksa will assume the sponsorship of, and all rights and obligations under, the 2015 Plan (as defined below), the 2018 Plan (as defined below), including the Sub-Plan for U.K. Employees, and the 2018 ESPP (as defined below) (collectively, the “KNSA Equity Incentive Plans”), including all awards outstanding under the KNSA Equity Incentive Plans, such that New Kiniksa Shares will be issued in lieu of Common Shares upon the exercise of any share options or the vesting and settlement of any awards under the KNSA Equity Incentive Plans. The KNSA Equity Incentive Plans, and the award agreements evidencing outstanding awards under the KNSA Equity Incentive Plans, will be amended in accordance with their respective terms to the extent necessary to reflect the Redomiciliation and New Kiniksa’s assumption of sponsorship and all rights and obligations under the KNSA Equity Incentive Plans.

As of the Record Date, there were 40,304,438 Class A Shares, 12,781,964 Class A1 Shares, 1,795,158 Class B Shares and 16,057,618 Class B1 Shares of Kiniksa Bermuda issued and outstanding. In addition, there were 14,427,460 Class A Shares underlying grants outstanding under the KNSA Equity Incentive Plans and 3,743,279 Class A Shares available for issuance pursuant to future grants under the KNSA Equity Incentive Plans.

 

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

Shareholders

   

After the Redomiciliation, you will continue to own an interest in a parent company that will conduct the same business operations as conducted by Kiniksa Bermuda before the Redomiciliation. The number of shares you will own in New Kiniksa will be the same as the number of shares you owned in Kiniksa Bermuda immediately prior to the Redomiciliation, and your relative economic interest in Kiniksa will remain unchanged.

The completion of the Redomiciliation will change the governing law that applies to Kiniksa from Bermuda law to English law. There are differences between Bermuda law and English law and between Kiniksa Bermuda’s memorandum of association and Bye-laws on the one hand, and New Kiniksa’s articles of association as they will be in effect after the Redomiciliation, on the other hand. Please see “Comparison of Rights of Shareholders and Powers of the Board of Directors” for a summary of some of these differences.

Upon completion of the Redomiciliation, we will remain subject to SEC reporting requirements, the mandates of the Sarbanes-Oxley Act and the applicable corporate governance rules of Nasdaq, and we will continue to report our consolidated financial results in U.S. dollars and in accordance with U.S. GAAP. In addition, as required by English law, in connection with annual general meetings of New Kiniksa, shareholders will receive U.K. Financial Statements in addition to the information shareholders already receive.

Reasons for the Redomiciliation

Kiniksa Bermuda was incorporated in Bermuda in 2015. At that time, Bermuda was chosen as a favorable jurisdiction due to its well-developed and understood legal system and favorable tax environment. Bermuda was selected over other jurisdictions affording similar attributes in part due to its proximity to the U.S. and the U.S. public equity market’s comfort level with Bermuda companies. Kiniksa Bermuda was taken public in 2018, and our Class A Shares are now traded on Nasdaq.

We have decided that Bermuda is no longer the most desirable jurisdiction for our principal holding company’s place of incorporation for several reasons, including because of global tax initiatives of the OECD and recent tax law changes in Bermuda. Additionally, it is possible that there could be legislative and regulatory proposals in jurisdictions in which we operate that could be detrimental to companies that are domiciled in Bermuda.

We have reviewed a number of alternative jurisdictions with our Board of Directors and outside advisers, including the U.S., where our parent company has never been incorporated or tax resident. A move to the U.S. was rejected because it would likely significantly increase Kiniksa’s global effective tax rate, resulting in significant declines in future earnings, which would adversely impact our shareholders. We determined instead that moving the principal holding company of the group from Bermuda to a country with more expansive tax treaties globally would likely be in the best interests of our shareholders, employees and other stakeholders in the longer-term, and we believe that moving the place of incorporation and tax residence of the group’s principal holding company to the U.K. in this manner is the best available option. The U.K. offers a stable long-term legal and regulatory environment for Kiniksa. In reaching this decision we considered the following additional factors:

•

Kiniksa’s presence in the U.K. dates back to 2018 when Kiniksa Pharmaceuticals (UK), Ltd. was formed as a subsidiary of Kiniksa Bermuda. This U.K. operating company employs a number of our key employees, and we are comfortable doing business in the U.K.

​

•

The U.K. possesses robust legal, accounting and financial industries, which will be integral to our future success.

​

•

The U.K., like Bermuda, is a common law jurisdiction, which we consider to be less prescriptive than many civil law jurisdictions. As a result, we believe the U.K.’s legal system to be more flexible, predictable and familiar to New Kiniksa than a civil law system.

​

•

The regulatory environment in the U.K. is broadly favorable for the biopharmaceutical industry.

​

•

Changing the place of incorporation of the group’s principal holding company to the U.K. will provide a continuity of legal rights for our shareholders on substantially the same grounds as they enjoy in Bermuda.

​

 

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

Shareholders

   

cannot assure you that the anticipated benefits of the Redomiciliation from Bermuda to the U.K. will be realized. Despite the potential benefits described above, the Redomiciliation will expose you and us to some risks. These risks include the following:

•

your rights as a shareholder will change because of differences between Bermuda law and English law and between the governing documents of Kiniksa Bermuda and New Kiniksa (for a description of these differences, please see “Comparison of Rights of Shareholders and Powers of the Board of Directors”);

​

•

the market for Class A Ordinary Shares may differ from the market for the Class A Shares;

​

•

no assurances can be provided with respect to our effective tax rate following the Redomiciliation;

​

•

the Redomiciliation will result in additional direct and indirect costs, even if it is not completed;

​

•

we may choose to abandon or delay the Redomiciliation;

​

•

increased shareholder voting requirements in the U.K. will reduce our flexibility relating to our ability to issue new shares; and

​

•

a future transfer of New Kiniksa Shares outside of DTC (as defined below), after the Redomiciliation may be subject to U.K. stamp taxes.

​

Please see the discussion under “Risk Factors.” Our Board of Directors has considered both the potential advantages of the Redomiciliation and these risks and has unanimously approved the Scheme of Arrangement and recommended that the shareholders vote for the Scheme of Arrangement.

Tax Considerations

We have structured the Redomiciliation to qualify as a tax-free “reorganization” for U.S. federal income tax purposes. Accordingly, it is expected that holders of Common Shares will generally not recognize any gain or loss for U.S. federal income tax purposes on the receipt of New Kiniksa Shares in connection with the cancellation of their Kiniksa Bermuda shares in the Redomiciliation. In addition, it is expected that neither Kiniksa Bermuda nor New Kiniksa will recognize gain or loss for U.S. federal income tax purposes as a result of the Redomiciliation.

The U.S. federal income tax consequences described above may not apply to all holders of Kiniksa Bermuda shares, including certain holders specifically referred to on page 78. Your tax consequences will depend on your own situation. You should consult your tax adviser to determine the particular tax consequences of the Redomiciliation to you.

Please refer to “Certain United States, United Kingdom and Bermuda Tax Considerations” for a description of the material U.S. federal income tax and U.K. tax consequences of the Redomiciliation to Kiniksa Bermuda shareholders.

Rights of Shareholders

Many of the principal attributes of Kiniksa Bermuda’s Common Shares and the New Kiniksa Shares will be similar. However, there are differences between your rights under English law and under Bermuda law. In addition, there are differences between Kiniksa Bermuda’s memorandum of association and Bye-laws and New Kiniksa’s articles of association as they will be in effect after the Redomiciliation. We discuss these differences in detail under “Description of New Kiniksa Shares” and “Comparison of Rights of Shareholders and Powers of the Board of Directors.” Copies of forms of New Kiniksa’s articles of association as they will be in effect after the Redomiciliation are attached to this proxy statement as Annex B.

Stock Exchange Listing

We expect that, immediately following the Redomiciliation Time, the New Kiniksa Class A Ordinary Shares will be listed on Nasdaq under the symbol “KNSA,” the same symbol under which your shares are currently listed. We do not plan to list our shares on the London Stock Exchange at the present time.

 

21

Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

Shareholders

   

Court Sanction of the Scheme of Arrangement

We cannot complete the Redomiciliation without the sanction of the Scheme of Arrangement by the Supreme Court of Bermuda. Subject to the holders of the Redomiciliation Meeting Shareholders approving the Scheme of Arrangement, a hearing of the Supreme Court of Bermuda will be required to seek the sanction of the Scheme of Arrangement, which is expected to be held on June 14, 2024. At the Sanction Hearing, the Supreme Court of Bermuda may impose such conditions as it deems appropriate in relation to the Scheme of Arrangement but may not impose any material changes without the joint consent of Kiniksa Bermuda and New Kiniksa. Kiniksa Bermuda may, subject to U.S. securities law constraints, consent to any modification of the Scheme of Arrangement on behalf of the shareholders which the Supreme Court of Bermuda may think fit to approve or impose. In determining whether to exercise its discretion and sanction the Scheme of Arrangement, the Supreme Court of Bermuda will determine, among other things, whether the Scheme of Arrangement is fair to the holders of Common Shares.

Market Price and Dividend Information

Our Class A common shares are listed on the Nasdaq under the symbol “KNSA.” As of the Record Date, there were six holders of record of our Class A Shares, three holders of record of our Class B Shares, two holders of record of our Class A1 Shares and two holders of record of our Class B1 Shares. The actual number of shareholders is greater than this number of record holders, and includes shareholders who are beneficial owners, but whose Common Shares are held in street name by brokers and other nominees. The number of holders of record also does not include shareholders whose Common Shares may be held in trust by other entities.

We have never declared or paid any cash dividends on our Common Shares. We intend to retain all of our future earnings, if any, to finance the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to declare and pay dividends to holders of our Common Shares will be made at the discretion of our board of directors, which may take into account several factors, including general economic conditions, our financial condition and results of operations, available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, the implications of the payment of dividends by us to our shareholders and any other factors that our board of directors may deem relevant. In addition, pursuant to the Bermuda Companies Act 1981, as amended, a company may not declare or pay dividends if there are reasonable grounds for believing that (1) the company is, or would after the payment be, unable to pay its liabilities as they become due or (2) that the realizable value of its assets would thereby be less than its liabilities. Under our amended and restated bye-laws, each of our Common Shares is entitled to dividends if, as and when dividends are declared by our board of directors, subject to any preferred dividend right of the holders of any preferred shares.

No Appraisal Rights

Under Bermuda law, the shareholders of Kiniksa Bermuda do not have any right to an appraisal of the value of their shares or payment for them in connection with the Redomiciliation.

Accounting Treatment of the Redomiciliation

Under U.S. GAAP, the Redomiciliation represents a transaction between entities under common control. Assets and liabilities transferred between entities under common control are accounted for at cost. Accordingly, the assets and liabilities of Kiniksa Bermuda will be reflected at their historical carrying amounts in the accounts of New Kiniksa at the Redomiciliation Time.

Record Date and Quorum Requirements

RECORD DATE

Annual Meeting. Only holders of record of Class A Shares and Class B Shares on April 15, 2024, are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.

 

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

Shareholders

   

Redomiciliation Meeting. Only holders of record of Common Shares on April 15, 2024, are entitled to notice of and to vote at the Redomiciliation Meeting or any adjournments or postponements thereof.

QUORUM

Annual Meeting. A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting of two (2) or more persons, in person or by proxy, representing the holders of a majority in voting power of the Annual Meeting Voting Shares issued and outstanding and entitled to vote on the Record Date will constitute a quorum. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum.

Redomiciliation Meeting. A quorum must be present at the Redomiciliation Meeting for any business to be conducted. The presence at the Redomiciliation Meeting of two (2) or more persons, in person or by proxy, representing the holders of a majority in voting power of the Redomiciliation Meeting Voting Shares issued and outstanding and entitled to vote on the Record Date will constitute a quorum. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum for each proposal at the Redomiciliation Meeting.

Recommendation of the Board of Directors

Annual Meeting. At the Annual Meeting, the Board of Directors unanimously recommends a vote:

➊

FOR the election of each of the nominees of the Board of Directors (Annual Proposal No. 1);

​

➋

FOR the approval of the appointment of PricewaterhouseCoopers LLP, a Registered Public Accounting Firm, as independent auditors of Kiniksa Bermuda for the year ending December 31, 2024, and authorization of the Board of Directors to determine the auditors’ remuneration (Annual Meeting Proposal No. 2); and

​

➌

FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers (Annual Meeting Proposal No. 3).

​

Redomiciliation Meeting. At the Redomiciliation Meeting, the Board of Directors unanimously recommends a vote:

➊

FOR the Scheme of Arrangement (Redomiciliation Meeting Proposal No. 1); and

​

➋

FOR the adjournment of the Redomiciliation Meeting to a later date to solicit additional proxies if there are insufficient proxies to approve the Scheme of Arrangement at the time of the meeting (Redomiciliation Meeting Proposal No. 2).

​

Required Vote—Annual Meeting

Annual Meeting Proposal No. 1: Election of Directors. This proposal regarding the election of directors requires the approval of a plurality of the votes of Annual Meeting Voting Shares cast at the Annual Meeting. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

Annual Meeting Proposal No. 2: Appointment of Auditor, Delegation to our Board of Directors, through our Audit Committee, of the Authority to Set the Auditor’s Remuneration, and Ratification of the Appointment of Independent Registered Public Accounting Firm. This proposal requires the affirmative vote of the holders of a majority in voting power of the votes of Annual Meeting Voting Shares cast at the Annual Meeting. Abstentions are not considered to be votes cast, and, accordingly, will have no effect on out the outcome of the vote on this proposal. We do not expect any broker non-votes in connection with this proposal.

Annual Meeting Proposal No. 3: Advisory Vote on Executive Compensation. This proposal requires the affirmative vote of the holders of a majority in voting power of the votes of Annual Meeting

 

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Proxy Statement for Annual Meeting of Shareholders and Special Court-Ordered Meeting of

Shareholders

   

Voting Shares cast at the Annual Meeting. Abstentions and broker non-votes are not considered to be votes cast, and, accordingly, will have no effect on the outcome of the vote on this proposal.

Required Vote—Redomiciliation Meeting

Redomiciliation Meeting Proposal No. 1: Scheme of Arrangement. This proposal requires the affirmative vote of a majority in number of the Redomiciliation Meeting Shareholders present and voting at the Redomiciliation Meeting, whether in person or by proxy, representing 75% or more in value of the Redomiciliation Meeting Voting Shares cast, whether in person or by proxy and voting together as a single class of shareholder. Abstentions and broker non-votes will have no effect. The majority in number of Redomiciliation Meeting Shareholders will be determined in accordance with the order of the Supreme Court ordering the Redomiciliation Meeting.

Redomiciliation Meeting Proposal No. 2: Adjournment of Redomiciliation Meeting if there are insufficient proxies. This proposal requires the affirmative vote of a majority of the votes of the Redomiciliation Meeting Voting Shares cast, whether in person or by proxy and voting together as a single class of shareholder in order to be approved. Abstentions and broker non-votes will have no effect.

Proxies

General. Separate proxy cards for the Annual Meeting and the Redomiciliation Meeting are being provided to each Annual Meeting Shareholder and each Redomiciliation Meeting Shareholder as of the applicable record date. If you properly received a proxy card, you may grant a proxy to vote on the proposals by marking your proxy cards appropriately, executing it in the space provided, dating it and returning it to us. If you hold your shares beneficially in the name of a broker, bank or other nominee, you should follow the instructions provided by your broker when voting your shares. If you have timely submitted a properly executed proxy card or properly appointed your proxy and provided your voting instructions on the Internet or by telephone, your shares will be voted as indicated.

Revocation. You may revoke your proxy for either meeting at any time prior to its exercise by:

•

signing another proxy card for the applicable meeting with a later date and returning it prior to the Annual Meeting and/or the Redomiciliation Meeting;

​

•

submitting a new proxy for the applicable meeting via the Internet or by telephone prior to the deadline listed in the applicable proxy card;

​

•

giving written notice to the Secretary of Kiniksa Bermuda prior to the Annual Meeting and/or the Redomiciliation Meeting; or

​

•

attending the Annual Meeting and the Redomiciliation Meeting and voting.

​

If you have instructed a broker, bank or other nominee to vote your shares, you must follow the procedure provided by your broker to change those instructions.

 

24

Risk Factors

Before you decide how to vote on the Scheme of Arrangement, you should consider carefully the following risk factors, in addition to the other information contained in this proxy statement and the documents incorporated by reference, including, without limitation, our Annual Report for the year ended December 31, 2023, as amended, and subsequent filings with the SEC.

Your rights as a shareholder will change because of the differences between Bermuda law and English law and between the governing documents of Kiniksa Bermuda and New Kiniksa.

Because of differences between English law and Bermuda law and differences between the governing documents of New Kiniksa and Kiniksa Bermuda, your rights as a shareholder will change if the Redomiciliation is completed. For a description of these differences, please see “Comparison of Rights of Shareholders and Powers of the Board of Directors.”

The market for the Class A Ordinary Shares may differ from the market for the Class A Shares.

We intend to list the Class A Ordinary Shares on Nasdaq under the symbol “KNSA,” the same trading symbol under which Kiniksa Bermuda shares trade. We have no current plans to list any New Kiniksa Shares on any other securities exchange. The market price, trading volume or volatility of the Class A Ordinary Shares could be different from those of the Class A Shares.

No assurances can be provided with respect to our effective tax rate following the Redomiciliation.

Based on current law, the Redomiciliation is not anticipated to have any adverse material impact on Kiniksa Bermuda’s effective tax rate. We cannot give any assurance as to what our effective tax rate will be after the Redomiciliation, however, because of, among other things, uncertainty regarding the application of the tax laws and policies of the jurisdictions where we operate. Our actual effective tax rate may vary from this expectation, and that variance may be material. Our tax position (including our effective tax rate) could be adversely impacted by changes in tax rates, tax laws, tax practice, tax treaties or tax regulations or changes in the interpretation thereof by the tax authorities in Europe (including the U.K.), the U.S., and other jurisdictions, as well as being affected by certain changes proposed by the OECD and their action plan on Base Erosion and Profit Shifting (including the Pillar Two global minimum tax). A material increase in our effective tax rate could have an adverse effect on our business, financial condition and results of operations.

The Redomiciliation will result in additional direct and indirect costs, even if the Redomiciliation is not completed.

We have incurred and expect to incur attorneys’ fees, accountants’ fees, filing fees, mailing expenses and financial printing expenses in connection with the Redomiciliation, even if the Scheme of Arrangement is not approved or completed. We also expect to incur costs and expenses, including professional fees, to comply with U.K. corporate and tax laws and financial reporting requirements if the Scheme of Arrangement is completed. The Redomiciliation has also required us to divert the attention of our management and employees from our daily operations as we prepare for the Redomiciliation Meeting. Such time and effort would not be recouped should the Redomiciliation not be approved.

In addition, the Redomiciliation will require significant additional time, effort and expense to carry out, if approved. We may incur these additional costs for some time, materially impacting our business, operating results and financial condition.

We may choose to abandon or delay the Redomiciliation.

We may abandon or delay the Redomiciliation at any time prior to the Scheme of Arrangement becoming effective by action of our Board of Directors, even after the Redomiciliation Meeting and the

 

25

Risk Factors

   

sanction of the Supreme Court of Bermuda. While we currently expect the Redomiciliation to take place as soon as practicable after obtaining shareholder approval of the Scheme of Arrangement at the Redomiciliation Meeting, our Board of Directors may delay the Redomiciliation for a significant time or may abandon the Redomiciliation after the Redomiciliation Meeting because, among other reasons, of an increase in the estimated costs of the Redomiciliation or a determination by the Board of Directors that the Redomiciliation is no longer in the best interests of our shareholders or may not result in the benefits we expect. Please see “The Redomiciliation—Amendment, Termination or Delay.”

As a result of increased shareholder voting requirements in the U.K. relative to Bermuda, we will have less flexibility with respect to our ability to issue new shares than we now have.

Under Bermuda law, our directors may issue, without shareholder approval, any authorized but unissued Common Shares. English law allows our shareholders to authorize the allotment of share capital which can be issued by our Board of Directors without shareholder approval, but this authorization must be renewed by the shareholders every five years and we cannot guarantee that this authorization will always be approved.

Additionally, subject to specified exceptions, including an opt-out included in New Kiniksa’s articles of association, English law grants statutory preemptive rights to existing shareholders to subscribe for new issuances of shares for cash. English law requires that this opt-out must be renewed by the shareholders at least every five years, and we cannot guarantee that the opt-out of preemptive rights will always be approved. A waiver of pre-emption rights under English law requires approval of the shareholders holding at least 75% of the voting rights in New Kiniksa. While we do not believe that the differences between Bermuda law and English law relating to our ability to issue new shares will have an adverse effect on Kiniksa Bermuda, we cannot assure you that situations will not arise where the flexibility we now have in Bermuda would have provided benefits to our shareholders. In the future, our plans may be impeded due to a lack of the flexibility that we currently enjoy in Bermuda, potentially materially affecting our business, financial condition and results of operations. Please see “Comparison of Rights of Shareholders and Powers of the Board of Directors—Capitalization,” “Comparison of Rights of Shareholders and Powers of the Board of Directors—Preemption Rights, Share Warrants and Share Options” and “Comparison of Rights of Shareholders and Powers of the Board of Directors—​Distributions and Dividends; Repurchases and Redemptions”.

After the Redomiciliation, a future transfer of your New Kiniksa Shares outside of DTC may be subject to U.K. stamp duty.

Certain transfers of New Kiniksa Shares outside of DTC may be subject to U.K. stamp duty, which will increase the cost to the parties of any such transfers. Stamp duty is generally charged at 0.5% of the consideration for the transfer but in limited circumstances a 1.5% rate can apply.

Please see “Certain United States, United Kingdom and Bermuda Tax Considerations—U.K. Tax Considerations—Stamp Taxes” for a more detailed discussion of U.K. stamp duty.

 

26

Special Note Regarding Forward-Looking Statements

This proxy statement and the documents incorporated by reference herein contains forward-looking statements. All statements other than statements of historical facts contained in this proxy statement including statements regarding our commercial strategy; potential value drivers; potential indications; potential market opportunities and competitive position; ongoing, planned and potential clinical trials and other studies; timing and potential impact of clinical data; future results of operations and financial position; expected timeline for our cash, cash equivalents and short-term investments; product development; prospective products and product candidates; supply of drug products at acceptable cost and quality; collaborators, license and other strategic arrangements; the expected timeline for achievement of our clinical milestones; potential marketing authorization from the U.S. Food and Drug Administration or regulatory authorities in other jurisdictions; potential and ongoing coverage and reimbursement for our products and product candidates, if approved; clinical and commercial activities; research and development costs; timing of regulatory filings and feedback; timing and likelihood of success; and plans and objectives of management for future operations and funding requirements, are forward-looking statements.

These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “goal,” “design,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these identifying words. The forward-looking statements in this proxy statement are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this proxy statement and are subject to a number of risks, uncertainties and assumptions described under the section in this proxy statement entitled “Risk Factors” and elsewhere in this proxy statement. These forward-looking statements are subject to numerous risks and uncertainties, including, without limitation, the following:

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our ability to obtain approval of Kiniksa Bermuda’s shareholders and the Supreme Court of Bermuda for, and to satisfy the other conditions to, the Redomiciliation on the expected time frame or at all;

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•

our ability to realize the expected benefits from the Redomiciliation;

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•

the occurrence of difficulties in connection with the Redomiciliation;

​

•

any unanticipated costs in connection with the Redomiciliation;

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•

competitive factors in the industry in which we operate (including the approval and introduction of generic or branded products that compete with our products);

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•

our continued ability to commercialize ARCALYST® (rilonacept) and to develop and commercialize our current and future product candidates, if approved;

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•

incurring losses in the future, potentially requiring us to raise additional funds;

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our future capital needs and our need to raise additional funds;

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our ability to source sufficient quantities of our products and product candidates to meet patient and partner demand at acceptable cost and quality specifications;

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our ability to successfully complete the technology transfer of the manufacturing process for ARCALYST drug substance;

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ARCALYST® is a registered trademark of Regeneron Pharmaceuticals, Inc.

 

27

Special Note Regarding Forward-Looking Statements

   

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the market acceptance of our products and product candidates;

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•

competitive and potentially competitive products and technologies;

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prescriber awareness and adoption of our products and product candidates, if approved;

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the size of the market for our products and product candidates, if approved;

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the decision of third party payors not to cover or maintain coverage of or to establish burdensome requirements prior to covering or maintaining coverage of ARCALYST or any of our current or future product candidates, if approved;

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•

the lengthy and expensive clinical development process with its uncertain outcomes and potential for clinical failure or delay;

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the decision by any applicable regulatory authority to permit clinical development of, to grant regulatory exclusivity for and to approve marketing and sale of our current and future product candidates;

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our ability to anticipate and prevent adverse events caused by our products and product candidates;

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our ability to improve our product candidates;

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our ability to identify, in-license, acquire, discover or develop additional product candidates;

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our ability to undertake and execute on business combinations, out-licensing activities, collaborations or other strategic transactions and our ability to realize value therefrom;

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our ability to avoid potential product liability claims;

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federal, state and foreign regulatory requirements applicable to our products and product candidates;

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•

our ability to obtain, maintain, protect and enforce our intellectual property rights related to our products and product candidates; and

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•

our ability to attract and retain skilled personnel.

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Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not place undue reliance on our forward-looking statements. Except as required by applicable law, we do not assume and specifically disclaim any obligation to update any forward-looking statements, whether as a result of any new information, future events, changed circumstances or otherwise.

 

28

Annual Meeting Matters Laying of Financial Statements

In accordance with Section 84 of the Companies Act 1981 of Bermuda, the audited consolidated financial statements of Kiniksa Bermuda for the year ended December 31, 2023, will be laid before the Annual Meeting. These statements have been approved by the Board of Directors. There is no requirement under Bermuda law that such statements be approved by shareholders, and no such approval will be sought at the Annual Meeting.

The audited consolidated financial statements of Kiniksa Bermuda for the year ended December 31, 2023 have been provided to shareholders by inclusion in Kiniksa Bermuda’s Annual Report. Kiniksa Bermuda’s Annual Report is available with the other proxy materials at www.proxyvote.com.

 

29

ANNUAL MEETING PROPOSALS TO BE VOTED ON
Annual Meeting Proposal No. 1—Election of Directors

At the Annual Meeting, three Class III Directors are to be elected to hold office until the Annual Meeting of Shareholders to be held in 2027 (the “2027 Annual Meeting”) and until their respective successors are elected and qualified or until their earlier death, resignation or removal in accordance with the Bye-laws of Kiniksa Bermuda.

We currently have nine directors on our Board of Directors, including three Class I Directors consisting of Sanj K. Patel, Thomas R. Malley, and Richard S. Levy; three Class II Directors consisting of Stephen R. Biggar, G. Bradley Cole, and Barry D. Quart; and three Class III Directors consisting of Felix J. Baker, Tracey L. McCain, and Kimberly J. Popovits.

Our Board has nominated three director candidates for election as Class III Directors at the Annual Meeting:

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Felix J. Baker;

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Tracey L. McCain; and

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Kimberly J. Popovits

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Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal.

There are no family relationships among any of our executive officers or directors.

All of the persons whose names and biographies appear below are currently serving as our directors. In the event any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by our Board of Directors, or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.

VOTE REQUIRED

The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

NOMINEES FOR CLASS III DIRECTORS (TERMS EXPIRE AT THE 2027 ANNUAL MEETING)

The nominees for election to the Board of Directors as Class III Directors, who are also current members of the Board, are as follows:

 

30

Annual Meeting Proposal No. 1—Election of Directors

   

The principal occupations and business experience, for at least the past five years of each Class III Director are as follows:

Felix J. Baker, Ph.D., has served as our Lead Independent Director (as defined below) and on our Board of Directors since October 2015. Dr. Baker is a Managing Member of Baker Bros. Advisors LP (“Baker Bros. Advisors”), a biotechnology-focused investment adviser to find partnerships whose investors are primarily endowments and foundations, which Dr. Baker founded, together with his brother Julian Baker, in 2000. Dr. Baker holds a B.S. and a Ph.D. in Immunology from Stanford University, where he also completed two years of medical school. He serves on the boards of Kodiak Sciences, Inc., IGM Biosciences, Inc. and N-Power Medicine. We believe Dr. Baker is qualified to serve on our Board of Directors due to his extensive experience in the biotechnology industry and experience working with and serving on the boards of directors of numerous biotechnology and pharmaceutical companies.

Tracey L. McCain has served as a member of our Board of Directors since February 2018. Since September 2016, Ms. McCain has served as Executive Vice President and Chief Legal and Compliance Officer of Blueprint Medicine Corporation, a biotechnology company (“Blueprint”). Prior to Blueprint, from January 2016 to September 2016, Ms. McCain was Senior Vice President and Head of Legal for Sanofi Genzyme, a global business unit of Sanofi S.A. (“Sanofi”). From May 1997 to September 2016, Ms. McCain held various roles at Genzyme Corporation (“Genzyme”), including as General Counsel following Genzyme’s acquisition by Sanofi in 2011. Ms. McCain currently serves on the board of the Dana Farber Cancer Institute, a non-profit. Ms. McCain holds a J.D. from Columbia University School of Law and a B.A. from the University of Pennsylvania. We believe Ms. McCain is qualified to serve on our Board of Directors due to her experience working with numerous biotechnology and pharmaceutical companies and her significant legal expertise.

Kimberly J. Popovits has served as a member of our Board of Directors since February 2018. Ms. Popovits served as Genomic Health’s Chairman of the Board from 2012 through 2019, and Chief Executive Officer and President from 2009 through 2019. She was President and Chief Operating Officer upon joining the company in 2002. Prior to leading Genomic Health, Ms. Popovits served as Senior Vice President, Marketing and Sales at Genentech, Inc. (“Genentech”). During her 15 years at Genentech, Ms. Popovits led the successful commercialization of 14 new therapies, including Herceptin. Ms. Popovits currently serves on the board of directors of 10x Genomics, Inc. and previously served on the boards of directors of MyoKardia, Inc. and ZS Pharma, Inc. She also serves on the boards of directors of the Coalition for 21st Century Medicine, the Personalized Medicine Coalition, Talis Biomedical Corporation, Wamberg Genomic Advisors, and Genomic Life, Inc. She also serves as an Executive Advisor to Blackstone Life Sciences and is an Advisor to the Healthcare Businesswomen’s Association. Ms. Popovits holds a B.A. in Business from Michigan State University. We believe Ms. Popovits is qualified to serve on our Board of Directors due to her experience working with and serving on the boards of directors of numerous biotechnology and pharmaceutical companies.

CURRENT CLASS I DIRECTORS (TERMS EXPIRE AT THE 2025 ANNUAL MEETING OF SHAREHOLDERS)

Current members of the Board of Directors who are Class I Directors are as follows:

 

31

Annual Meeting Proposal No. 1—Election of Directors

   

The principal occupations and business experience, for at least the past five years of each Class I Director are as follows:

Sanj K. Patel has served as our Chief Executive Officer and Chairman of our Board of Directors since our formation in July 2015. In June 2008, Mr. Patel formed Synageva BioPharma Corp., a biotechnology company focused on rare diseases (“Synageva”), where he served as President and Chief Executive Officer and was a member of its board of directors until Synageva’s sale to Alexion Pharmaceuticals, Inc. (“Alexion”) in June 2015. Prior to Synageva, Mr. Patel held various roles at Genzyme, from 1999 to 2008, including as head of U.S. Sales, Marketing and Commercial Operations for the Genzyme Therapeutics franchise. Mr. Patel previously served as a member of the boards of directors of Syros Pharmaceuticals, Inc., BioCryst Pharmaceuticals, Inc., and Intercept Pharmaceuticals, Inc. He is also the founder and director of the Sanj & Kristin Patel Family Foundation, a philanthropic organization that supports charities for patients with rare and devastating diseases. Mr. Patel holds a B.Sc. with Honors from the University of the South Bank, London and completed his management and business studies at Ealing College, London and his Pharmacology research program at the Wellcome Foundation. We believe that Mr. Patel is qualified to serve on our Board of Directors due to his extensive business, sales and product development experience in the biotechnology industry.

Thomas R. Malley has served as a member of our Board of Directors since December 2016. Since May 2007, Mr. Malley has served as the President of Mossrock Capital, LLC, a private investment firm. From 1991 to 2007, Mr. Malley held several positions at Janus Capital Group, including serving as the Portfolio Manager leading the Janus Global Life Sciences Fund. Mr. Malley serves on the boards of directors of BeiGene, Ltd. and Kura Oncology, Inc., and previously served on the boards of directors of OvaScience, Inc., Cougar Biotechnology, Inc., Puma Biotechnology, Inc. and Synageva. Mr. Malley holds a B.S. degree in Biology from Stanford University. Mr. Malley is also a Chartered Financial Analyst. We believe Mr. Malley is qualified to serve on our Board of Directors due to his substantial capital markets expertise and experience working with and serving on the boards of directors of numerous biotechnology and pharmaceutical companies.

Richard S. Levy, M.D. has served on our Board of Directors since March 2019. Dr. Levy served as a Senior Advisor at Baker Bros. Advisors from December 2016 to May 2019. Prior to that, Dr. Levy served as Executive Vice President and Chief Drug Development Officer at lncyte Corporation, a biopharmaceutical company, from January 2009 until June 2016, and as Senior Vice President of Drug Development from August 2003 to January 2009. Dr. Levy currently serves on the boards of directors of Madrigal Pharmaceuticals, Inc., Protara Therapeutics, Inc. (f/k/a ArTara Therapeutics, Inc.) and Kodiak Sciences, and previously served on the board of directors of Constellation Pharmaceuticals, Inc. and Aquinox Pharmaceuticals, Inc. Dr. Levy is Board Certified in Internal Medicine and Gastroenterology and holds an A.B. in Biology from Brown University and an M.D. from the University of Pennsylvania School of Medicine, and completed his training in Internal Medicine at the Hospital of the University of Pennsylvania and a fellowship in Gastroenterology and Hepatology at UCLA. We believe Dr. Levy is qualified to serve on our Board of Directors due to his experience in the biotechnology industry, his medical and scientific training and experience working with and serving on the boards of directors of numerous biotechnology and pharmaceutical companies.

CURRENT CLASS II DIRECTORS (TERMS EXPIRE AT THE 2026 ANNUAL MEETING OF SHAREHOLDERS)

Current members of the Board of Directors who are Class II Directors are as follows:

 

32

Annual Meeting Proposal No. 1—Election of Directors

   

The principal occupations and the business experience, for at least the past five years of each Class II Director are as follows:

Stephen R. Biggar, M.D. has served as a member of our Board of Directors since October 2015. Dr. Biggar is a Partner at Baker Bros. Advisors, a registered investment advisor focused on long-term investments in life-sciences companies. Dr. Biggar joined Baker Bros. Advisors in 2000. Dr. Biggar has served on the board of directors of Acadia Pharmaceuticals Inc. since 2013, where he has served as chairman since 2016 and also serves on its compensation and nominating and corporate governance committees. Dr. Biggar has also served on the board of directors of TScan Therapeutics, Inc. since 2021, where he also serves on its compensation and nominating and corporate governance committees. Dr. Biggar received an M.D. and a Ph.D. in Immunology from Stanford University and received a B.S. in Genetics from the University of Rochester. We believe Dr. Biggar is qualified to serve on our Board of Directors due to his experience in the biotechnology industry, his medical and scientific training and experience working with and serving on the boards of directors of numerous biotechnology and pharmaceutical companies.

G. Bradley Cole has served as a member of our Board of Directors since July 2020. He has served as the Chief Financial Officer of Genomic Life, Inc. since February 2022. Previously, he served as Executive Advisor of Exact Sciences Corporation (“Exact Sciences”), from April 2020 to September 2020, and from November 2019 until April 2020 he served as its GM, Precision Oncology. Prior to that, Mr. Cole served as Chief Financial Officer of Genomic Health, Inc. (“Genomic Health”), a molecular diagnostics company, from July 2014 to November 2019 and from July 2004 to January 2011, and as Chief Operating Officer of Genomic Health from January 2009 until March 2018, when it was acquired by Exact Sciences. Mr. Cole served as Secretary of Genomic Health from February 2005 until July 2012. From December 1997 to May 2004, he served in various roles at Guidant Corporation, a medical device company, including as Vice President, Finance and Business Development for the Endovascular Solutions Group. From January 2001 until May 2004 he served as Vice President, Finance and Chief Financial Officer of Endovascular Technologies, Inc., a medical device company that was acquired by Guidant Corporation. Previously, Mr. Cole served as Vice President, Finance and Chief Financial Officer of Applied Biosystems Incorporated, a life sciences systems company. Mr. Cole currently serves on the board of directors of Castle Biosciences, a skin cancer diagnostics company. He also serves on the Genomic Life, Inc. board of directors and as Vice Chairman of the Board of Trustees of Biola University. Mr. Cole holds a B.S. in Business from Biola University and an M.B.A. from San Jose State University. We believe Mr. Cole is qualified to serve on our Board of Directors due to his extensive management and operational experience in the life sciences industry and his experience working with and serving on the boards of directors of life science companies.

Barry D. Quart, Pharm. D., has served as a member of our Board of Directors since October 2015. From 2013 to 2023, Dr. Quart served as the Chief Executive Officer and a member of the board of directors of Heron Therapeutics, Inc., a biotechnology company. In 2006, Dr. Quart co-founded Ardea Biosciences, Inc., a biotechnology company, and served as its President and Chief Executive Officer, and on its board of directors, from its inception through May 2013, when it was acquired by AstraZeneca plc. At Ardea, Dr. Quart invented and oversaw the development of a drug for gout (ZURAMPIC®). Ardea also designed and developed a series of MEK inhibitors for cancer that were licensed to Bayer AG. Previously, he was with Pfizer Inc. as Senior Vice President of Pfizer Global Research and Development, and the director of Pfizer’s La Jolla Laboratories. Prior to Pfizer’s acquisition of the Warner-Lambert Company, Dr. Quart was President of Research and Development at Agouron Pharmaceuticals, Inc., a division of Warner-Lambert Company. Dr. Quart previously served on the board of directors of Synageva. Dr. Quart holds a Pharm.D. degree from the University of California, San Francisco. We believe Dr. Quart is qualified to serve on our Board of Directors due to his extensive management experience in the biotechnology industry and his experience developing pharmaceutical products.

 

33

ANNUAL MEETING PROPOSALS TO BE VOTED ON

Annual Meeting Proposal No. 2—Appointment of Auditor, Delegation to our Board of Directors, through our Audit Committee, of the Authority to Set the Auditor’s Remuneration, and Ratification of the Appointment of Independent Registered Public Accounting Firm

Our Audit Committee has selected PricewaterhouseCoopers LLP as our auditor and appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm. Under Bermuda law, our shareholders have the right to appoint our auditor and set our auditor’s remuneration. In addition, our Board of Directors determined that the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 be submitted to our shareholders for ratification. Although ratification of our appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm is not required, we value the opinions of our shareholders and believe that shareholder ratification of this appointment is a good corporate governance practice.

Accordingly, our Board is submitting the following for approval at the Annual Meeting:

•

the appointment of PwC as our auditor for statutory purposes under the Bermuda Companies Act, as amended, until the close of our next Annual Meeting of Shareholders;

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•

the delegation to our Board of Directors, through our Audit Committee, of the authority to set the auditor’s remuneration for such period; and

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the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

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PricewaterhouseCoopers LLP also served as our auditor and independent registered public accounting firm for the fiscal year ended December 31, 2023. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit related services. A representative of PricewaterhouseCoopers LLP is expected to be available at the Annual Meeting and, accordingly, will have an opportunity to make a statement or be available to respond to appropriate questions from shareholders.

If the shareholders do not approve the appointment of PricewaterhouseCoopers LLP as our auditor and the delegation to our Board of Directors, through our Audit Committee, of the authority to set the auditor’s remuneration, our Audit Committee will consider the appointment of another auditor and that auditor’s remuneration, which will require the approval of our shareholders.

VOTE REQUIRED

This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast. Abstentions are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. We do not expect any broker non-votes in connection with this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

 

34

ANNUAL MEETING PROPOSALS TO BE VOTED ON​

Annual Meeting Proposal No. 3—Advisory Vote on Executive Compensation

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 enables shareholders to cast a non-binding advisory vote on the compensation of our named executive officers as described in this proxy statement pursuant to the applicable compensation disclosure rules of the SEC, including the compensation tables and narrative discussion. This advisory vote is commonly referred to as a “Say-on-Pay vote” and is required by Section 14A of the Exchange Act (as defined below).

As described in the section of this proxy statement entitled “Executive Compensation,” we have developed a compensation program that is designed to attract and retain executive officers responsible for our success and motivate senior management to enhance long-term shareholder value. The executive compensation program is designed to reward short-term and long-term performance and to align the financial interests of our executive officers with the interests of our shareholders. The primary elements of our executive compensation program are base salary, annual performance bonuses and long-term equity-based compensation awards. Our executive officers also generally participate in employee benefit plans and programs that we offer to our other full-time employees on the same basis. We believe our executive compensation program strikes an appropriate balance between the implementation of responsible, measured compensation practices and the effective provision of incentives for our executive officers to exert their best efforts for our success.

Our Board of Directors is asking our shareholders to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, including the compensation tables and narrative discussion in this proxy statement. The vote is not intended to address any specific item of our executive compensation, but rather the overall compensation of our named executive officers as described in this proxy statement. For the reasons discussed above, our Board of Directors unanimously recommends that our shareholders vote in favor of the following resolution:

“RESOLVED, that Kiniksa Bermuda’s shareholders hereby approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in Kiniksa Bermuda’s proxy statement for the 2024 Annual Meeting pursuant to the applicable compensation disclosure rules of the SEC, including the compensation tables and narrative discussion.”

As the Say-on-Pay vote is advisory, it will not be binding on our Board of Directors or the Compensation Committee. However, our Board of Directors and the Compensation Committee value the opinions of our shareholders and the Compensation Committee will consider the outcome of this vote when evaluating our executive compensation policies and practices and making future compensation decisions.

Section 14A of the Exchange Act also requires that our shareholders have the opportunity, at least once every six years, to cast an advisory vote with respect to whether future executive compensation advisory votes will be held every one, two or three years. At our 2021 Annual Meeting of Shareholders, our shareholders indicated their preference for an advisory vote on the compensation of our named executive officers on an annual basis until the next required vote on the frequency of such advisory votes, or until the Board otherwise determines that a different frequency for such votes is in the best interests of our shareholders.

VOTE REQUIRED

This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast at the Annual Meeting. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

 

35

Annual Meeting Proposal No. 3—Advisory Vote on Executive Compensation

   

RECOMMENDATION OF THE BOARD OF DIRECTORS

 

36

Report of the Audit Committee of the Board of Directors

The Audit Committee has reviewed Kiniksa Bermuda’s audited financial statements for the fiscal year ended December 31, 2023 and has discussed these financial statements with management and Kiniksa Bermuda’s independent registered public accounting firm. The Audit Committee has also discussed with Kiniksa Bermuda’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the Securities and Exchange Commission.

Kiniksa Bermuda’s independent registered public accounting firm also provided the Audit Committee with a formal written statement required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships between the independent registered public accounting firm and Kiniksa Bermuda, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from Kiniksa Bermuda. The Audit Committee also considered whether the independent registered public accounting firm’s provision of certain other non-audit related services to Kiniksa Bermuda is compatible with maintaining such firm’s independence.

Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Kiniksa Bermuda’s Annual Report for the fiscal year ended December 31, 2023.

Thomas R. Malley (Chair)

G. Bradley Cole

Tracey L. McCain

Barry D. Quart

The foregoing Report of the Audit Committee of the Board of Directors does not constitute soliciting material and shall not be deemed files with the SEC, and is not to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent specifically incorporated by reference therein.

 

37

Independent Registered Public Accounting Firm Fees and Other Matters

The following table summarizes the fees of PwC, our auditor and independent registered public accounting firm, billed to us for each of the last two fiscal years for audit and other services:

AUDIT FEES

Audit fees consisted of fees billed for professional services performed by PwC for the audit of our annual consolidated financial statements, the review of our interim consolidated financial statements, and related services that are normally provided in connection with registration statements.

AUDIT-RELATED FEES

There were no such fees incurred in 2023 or 2022.

TAX FEES

There were no such fees incurred in 2023 or 2022.

ALL OTHER FEES

All other fees for 2023 and 2022 represented the cost of accounting research tools licensed from PwC.

AUDIT COMMITTEE PRE-APPROVAL POLICY AND PROCEDURES

The Audit Committee adopted a policy (the “Pre-Approval Policy”) which sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved. The Pre-Approval Policy generally provides that we will not engage PwC to render any audit, audit-related, tax or permissible non-audit service unless the service is either (a) explicitly approved by the Audit Committee (“specific pre-approval”) or (b) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy (“general pre-approval”). Unless a type of service to be provided by PwC has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-approvals. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee will also consider whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with Kiniksa Bermuda’s business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance Kiniksa Bermuda’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor should necessarily be determinative. On an annual basis, the Audit Committee reviews and generally pre-approves the services (and related fee levels or budgeted amounts) that may be provided by PwC without first obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-approved services from time to time, based on subsequent determinations.

 

38

Corporate Governance

GENERAL

Our Board has adopted Corporate Governance Guidelines, an Insider Trading Compliance Policy, a Code of Business Conduct and Ethics and charters for our Nominating and Corporate Governance Committee (the “Governance Committee”), Audit Committee, Compensation Committee, and Science and Research Committee (the “Science Committee”) to assist the Board of Directors in the exercise of its responsibilities and to serve as a framework for the effective governance of Kiniksa. You can access our Governance, Audit, Compensation and Science Committee charters, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics in the “Corporate Governance” section of the “Investors” page of our website located at www.kiniksa.com, or by writing to our Secretary c/o Kiniksa Pharmaceuticals Corp. at 100 Hayden Avenue, Lexington, MA 02421. The information contained on our website is not incorporated by reference into this proxy statement, and you should not consider any information contained on, or that can be accessed through, our website as part of this proxy statement.

BOARD COMPOSITION

Our Board currently consists of nine members: Sanj K. Patel, Felix J. Baker, Stephen R. Biggar, G. Bradley Cole, Richard S. Levy, Thomas R. Malley, Tracey L. McCain, Kimberly J. Popovits and Barry D. Quart. As set forth in our Bye-laws, the Board of Directors is currently divided into three classes with staggered terms.

Directors serve three-year terms. At each annual meeting of shareholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election.

Our Bye-laws provide that the authorized number of directors may be changed only by resolution of the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered terms may delay or prevent a change of our management or a change in control of our company. Our directors may be removed only for cause by the affirmative vote of a majority of votes entitled to be cast by all such holders of our issued and outstanding shares entitled to vote in the election of directors.

BOARD DIVERSITY

We believe that diversity benefits our business by providing different perspectives and promoting an inclusive culture oriented around our core mission and values. Our Board is committed to fostering and promoting a wide diversity of backgrounds, viewpoints and experience throughout our organization.

In compliance with Nasdaq listing rules, which require all Nasdaq listed companies to disclose consistent, transparent diversity statistics regarding their boards of directors, we have prepared the following diversity matrix in the format prescribed by Nasdaq rules. Such rules also require most Nasdaq listed companies to have, or explain why they do not have, at least two diverse directors, including one who self-identifies as female and one who self-identifies as either an under-represented minority or LGBTQ+. As demonstrated in the below diversity matrix, we are in compliance with Nasdaq’s diversity requirement.

 

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DIRECTOR INDEPENDENCE

All of our directors, other than Sanj K. Patel, qualify as “independent” in accordance with the listing requirements of the Nasdaq. Mr. Patel does not qualify as independent because he is the Chief Executive Officer of our Company. The Nasdaq’s independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, the Board of Directors has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board of Directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

DIRECTOR CANDIDATES

Our Governance Committee is primarily responsible for searching for qualified director candidates for election to the Board of Directors and filling vacancies on the Board. To facilitate the search process, the Governance Committee may solicit current directors and executives of Kiniksa for the names of potentially qualified candidates or ask directors and executives to pursue their own business contacts

 

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Corporate Governance

   

for the names of potentially qualified candidates. The Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our shareholders. Once potential candidates are identified, the Governance Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from Kiniksa and potential conflicts of interest and determines if candidates meet the qualifications desired by the Governance Committee for candidates for election as a director.

In evaluating the suitability of individual candidates (both new candidates and current members of the Board of Directors), the Governance Committee, in recommending candidates for election, and our Board, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including: personal and professional integrity, ethics and values; experience in corporate management; strong finance experience; experience relevant to Kiniksa’s industry; experience as a board member or executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of Kiniksa’s operations; diversity of expertise and experience in substantive matters pertaining to Kiniksa’s business relative to other board members; diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience; practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and any other relevant qualifications, attributes or skills. The Board of Directors evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election, the Governance Committee may also consider the director’s past attendance at meetings and participation in and contributions to the activities of our Board of Directors.

Shareholders may recommend individuals to the Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Governance Committee, Attention: Secretary, c/o Kiniksa Pharmaceuticals Corp., 100 Hayden Avenue, Lexington, MA 02421. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Governance Committee will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

COMMUNICATIONS FROM SHAREHOLDERS

The Board of Directors will give appropriate attention to written communications that are submitted by shareholders, and will respond if and as appropriate. Our Secretary is primarily responsible for monitoring communications from shareholders and for providing copies or summaries to the directors as she considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our Secretary, Lead Independent Director and Chairman of the Board consider to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications. Shareholders who wish to send communications on any topic to the Board of Directors should address such communications to the Board of Directors in writing: Attention: Secretary, c/o Kiniksa Pharmaceuticals Corp., 100 Hayden Avenue, Lexington, MA 02421.

BOARD LEADERSHIP STRUCTURE

Our Bye-laws and Corporate Governance Guidelines provide the Board of Directors with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company. Currently, Sanj K. Patel, our Chief Executive Officer, serves as Chairman of the Board. The Board of Directors has determined that combining the roles of Chairman of the Board and Chief Executive

 

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Officer is best for our Company and shareholders at this time because it promotes unified leadership by Mr. Patel and allows for a single, clear focus for management to execute Kiniksa’s strategy and business plans.

If the Chairman of the Board is a member of management or does not otherwise qualify as independent, our Corporate Governance Guidelines provide for the appointment by the independent directors of a lead director (the “Lead Independent Director”). Since our Chairman of the Board is a member of management, the independent directors elected Felix J. Baker as the Lead Independent Director. The Lead Independent Director’s responsibilities include, but are not limited to, presiding over all meetings of the Board of Directors at which the Chairman of the Board is not present, including any executive sessions of the independent directors, approving the Board of Directors’ meeting schedules and agendas, acting as liaison between the independent directors of the Board and our Chairman and being a strong representative of the viewpoints of our non-employee directors. The Lead Independent Director also currently serves as an important liaison with a number of external stakeholders, including, for example, our largest shareholder, Baker Brothers Advisors.

Our Board of Directors is comprised of individuals with extensive experience with the biotechnology and pharmaceutical industries and, with the exception of Mr. Patel, is comprised of directors who meet the independence standards of the Nasdaq. For these reasons and because of the strong leadership of Mr. Patel as Chairman of the Board and Chief Executive Officer and the counterbalancing role of Dr. Baker as our Lead Independent Director, our Board of Directors has concluded that our current leadership structure is appropriate at this time. However, our Board of Directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

BOARD ROLE IN RISK OVERSIGHT

Risk assessment and oversight are an integral part of our governance and management processes. Our Board of Directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Such day-to-day operational risk management is in turn overseen by members of our executive team, including our General Counsel, Chief Compliance Officer, Chief Operating Officer, Chief Accounting Officer and Chief Financial Officer.

Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us, including the risks discussed under the caption “Risk Factors” contained in our filings with the SEC. Throughout the year, members of our senior management team, including our General Counsel, Chief Operating Officer, Chief Compliance Officer, Chief Accounting Officer and Chief Financial Officer, review these risks with the Board of Directors at regular Board meetings. These management presentations focus on particular business functions, operations or strategies, and present the steps taken by management to identify and mitigate or eliminate present and emerging risks.

Our Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through the Board of Directors as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. Our Board of Directors is responsible for monitoring and assessing strategic risk exposure. Our Audit Committee is responsible for overseeing our major financial, information security and cybersecurity risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related person transactions. Our Governance Committee monitors the effectiveness of the Corporate Governance Guidelines and monitors risks related to environmental, social and corporate governance (“ESG”) matters. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking and monitors risks related to human capital management. The Science Committee assesses and monitors risks associated with our research and development initiatives, programs and related investments. The Board of Directors does not believe that its role in the oversight of our risks adversely affects the Board’s leadership.

 

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Corporate Governance

   

BOARD EVALUATION

Our Corporate Governance Guidelines require the Governance Committee to oversee periodic assessments of the Board of Directors and its committees. Our evaluation process involves a multi-faceted approach, incorporating quantitative and qualitative data, intended to identify our Board’s strengths and weaknesses.

CODE OF ETHICS

We have a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. We have posted a current copy of the code in the “Corporate Governance” section of the “Investors” page of our website located at www.kiniksa.com. In addition, we intend to post on our website all disclosures that are required by law or the rules of the Nasdaq concerning any amendments to, or waivers from, any provision of the code.

The information contained on our website is not incorporated by reference into this proxy statement, and you should not consider any information contained on, or that can be accessed through, our website as part of this proxy statement.

INSIDER TRADING COMPLIANCE POLICY

We have a written Insider Trading Compliance Policy that applies to our directors, officers and employees, and certain of their family members, which provides for, among other things, a prohibition against transacting in our securities while in possession of material nonpublic information, all hedging transactions involving Kiniksa Bermuda’s securities, margin purchases of Kiniksa Bermuda’s securities, and pledging Kiniksa Bermuda’s securities as collateral to secure loans.

We require certain of our officers and employees to conduct transactions in our securities through trading plans, reviewed and approved by our General Counsel or other properly designated officer, in compliance with Rule 10b5-1 of the Exchange Act. We require certain other employees to obtain pre-clearance from our General Counsel, or other properly designated officer, prior to transacting in our securities. We believe such policies improve our officers’ and employees’ compliance with our Insider Trading Compliance Policy, Code of Business Conduct and Ethics and the rules and requirements of federal securities laws.

ATTENDANCE BY MEMBERS OF THE BOARD OF DIRECTORS AT MEETINGS

There were four meetings of the Board of Directors during 2023. During 2023, each director attended at least 75% of the aggregate of all meetings of the Board of Directors and meetings of the committees on which such director served during the period in which he or she served as a director.

Currently, we do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that directors will attend. Eight of our directors attended our 2023 Annual Meeting of Shareholders.

 

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Committees of the Board of Directors

Our Board of Directors has established four standing committees—the Audit Committee, the Compensation Committee, the Governance Committee and the Science Committee—each of which operates under a written charter. The charters of our committees are available in the “Corporate Governance” section of the “Investors” page of our website located at www.kiniksa.com. The information contained on our website is not incorporated by reference into this proxy statement, and you should not consider any information contained on, or that can be accessed through, our website as part of this proxy statement.

Our Board of Directors has determined that (a) all of the members of each of the Board’s four standing committees are independent as defined under Nasdaq rules, where applicable, (b) all of the members of the Audit Committee meet the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (c) all members of the Compensation Committee meet the heightened standard for independence specific to members of a compensation committee under Nasdaq rules.

The current members of each of the Board committees and committee Chairs are set forth in the following chart.

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*

Dr. Quart was appointed to the Science Committee by the Board of Directors in November 2023.

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AUDIT COMMITTEE

The responsibilities of the Audit Committee include:

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appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

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overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;

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reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

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•

coordinating our Board of Directors’ oversight of our internal control over financial reporting, disclosure controls and procedures, procedures for complaints and Code of Business Conduct and Ethics;

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•

discussing our risk assessment and risk management policies, including guidelines and policies to govern the process by which Kiniksa’s exposure to risk is handled;

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•

overseeing management of Kiniksa’s financial, cybersecurity and information security risks;

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Committees of the Board of Directors

   

•

meeting independently with our internal auditing staff, if any, independent registered public accounting firm and management;

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reviewing and approving or ratifying any related person transactions; and

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•

preparing the audit committee report required by the SEC’s rules (which is included in this proxy statement).

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The members of the Audit Committee are Messrs. Cole and Malley, Dr. Quart and Ms. McCain. Mr. Malley serves as the Chairperson of the committee. The members of the Audit Committee meet the requirements for financial literacy under the applicable rules of the SEC and the Nasdaq. Our Board of Directors has determined that Messrs. Malley and Cole are each an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K.

The Audit Committee met four times in 2023.

COMPENSATION COMMITTEE

The Compensation Committee is responsible for assisting the Board in the discharge of its responsibilities relating to the compensation of our executive officers and directors, among other things. In fulfilling its purpose, the Compensation Committee’s responsibilities include:

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reviewing and approving, or recommending for approval by the Board of Directors, the compensation of our Chief Executive Officer and our other executive officers;

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overseeing and administering our cash and equity incentive plans;

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reviewing and approving Kiniksa’s corporate goals relevant to the compensation of our Chief Executive Officer and our other named executive officers and evaluating the executive officers’ performance against such goals;

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•

reviewing and approving Kiniksa’s compensation peer group by which executive and director compensation is evaluated;

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administering any recoupment or clawback policy or policies adopted by Kiniksa;

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reviewing and making recommendations to the Board of Directors with respect to director compensation; and

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•

reviewing and discussing with management strategies related to human capital management, including talent acquisition, retention, inclusion and diversity and overseeing risks related thereto.

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The Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. During 2023, the Compensation Committee engaged Compensia, Inc., a compensation consulting firm (“Compensia”), to, among other things, assess and, as applicable, make recommendations with respect to the amount and types of compensation to provide our executives and directors and related matters. Compensia reported directly to the Compensation Committee. In its role as an advisor to the Compensation Committee, Compensia consulted with certain of our executive officers and other members of senior management with respect to assessments of executive and director compensation and related matters to be provided to the Compensation Committee. The Compensation Committee reviewed compensation assessments provided by Compensia comparing our compensation to that of a group of peer companies within our industry, and met with Compensia to discuss compensation of our executive officers and to receive its input and advice. The Compensation Committee considered the advisor independence factors required under SEC and Nasdaq rules as they relate to Compensia, and did not find any conflicts of interest concerns in 2023. For 2023, Compensia did not provide any additional services to us for which the fees exceeded $120,000.

The Compensation Committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time as further described in its charter. The Compensation Committee may delegate to one or more of our executive officers the authority to grant equity awards to certain employees, as further described in its charter and subject to the terms of our equity plans and any such delegation.

 

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Committees of the Board of Directors

   

The members of our Compensation Committee are Drs. Baker and Quart and Ms. Popovits. Dr. Baker serves as the Chairperson of the committee.

The Compensation Committee met three times in 2023.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The Governance Committee is responsible for assisting the Board in the discharge of its responsibilities relating to the governance of the Board and its committees, among other things. In fulfilling its purpose, the Governance Committee’s responsibilities include:

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identifying individuals qualified to become Board members;

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recommending to the Board of Directors the persons to be nominated for election as directors and to each Board committee;

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•

periodically reviewing Kiniksa Bermuda’s Corporate Governance Guidelines and the Board’s leadership structure and making recommendations to the Board;

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•

overseeing periodic evaluations of the Board of Directors and its committees;

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•

overseeing Kiniksa’s strategies and policies with respect to ESG matters, including risks relating thereto; and

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•

periodically overseeing the process to develop and evaluate Kiniksa’s succession plans for the Chief Executive Officer and other executive officers, including emergency succession plans, for discussion with the Board.

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The members of our Governance Committee are Drs. Baker and Biggar, and Mr. Malley. Dr. Biggar serves as the Chairperson of the committee.

The Governance Committee met one time in 2023.

SCIENCE AND RESEARCH COMMITTEE

The Science Committee is responsible for assisting the Board in the discharge of its responsibilities relating to Kiniksa’s research and development activities, among other things. In fulfilling its purpose, the Science Committee’s responsibilities include:

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evaluating and advising Kiniksa on its research and development initiatives, including the opportunities and risks associated with such initiatives;

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overseeing management of Kiniksa’s clinical and pre-clinical activity, including risks related thereto;

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evaluating and advising Kiniksa on its current and potential internal and external programs and investments in science and technology;

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•

identifying and providing strategic advice on significant emerging science and technology issues, innovations and trends; and

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•

making recommendations to the Board with respect to Kiniksa’s research and development pipeline, strategy, direction, internal and external programs, and related investments, as well as on Kiniksa’s progress in achieving its strategic research and development goals and objectives.

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The members of our Science Committee are Drs. Baker, Biggar, Levy and Quart. Dr. Quart was appointed by the Board of Directors to the Science Committee in November 2023. Dr. Levy serves as the Chairperson of the committee.

The Science Committee met three times in 2023.

 

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Executive Officers

The following table identifies our current executive officers:

Set forth below is certain additional information concerning Kiniksa Bermuda’s executive officers, including their respective positions with Kiniksa and prior business experience.

Sanj K. Patel—See Mr. Patel’s biography on page 32 of this proxy statement.

Michael Megna has served as our Chief Accounting Officer since February 2020, at which point he also assumed the role of principal accounting officer. Mr. Megna also serves as our Group Vice President, Finance, effective January 2022, and was our Vice President, Finance from July 2018 to January 2022. Mr. Megna served as our principal financial officer from March 2020 until December 2020. As the company’s Chief Accounting Officer and Group Vice President, Finance, Mr. Megna oversees the company’s accounting and finance functions, with responsibility for finance, treasury, and tax. From July 2012 until July 2018, Mr. Megna served in roles of increasing seniority at LFB USA, Inc./rEVO Biologics, Inc., a biopharmaceutical company, most recently as Senior Vice President, Finance & Accounting. In those roles, Mr. Megna oversaw financial operations, information technology, human resources and project management functions. He played a key role in the financial carve out of rEVO Biologics to create a focused commercial entity to finance a follow-on indication of the company’s previously approved biologic product, Atryn®. Prior to LFB USA, he held senior financial management positions at BioSphere Medical, Inc., a medical device company. Mr. Megna began his career in public accounting, including most recently at PricewaterhouseCoopers LLP where he worked with a variety of public and private audit clients. Mr. Megna has a B.B.A. in Accounting from Siena College and is a Certified Public Accountant.

Ross Moat has served as our Senior Vice President and Chief Commercial Officer since January 2022. In this role, Mr. Moat is responsible for leading Kiniksa’s sales, marketing and commercial operations across its portfolio, including our commercial launch of ARCALYST (rilonacept) in recurrent pericarditis. Prior to that, Mr. Moat served as our Group Vice President and ARCALYST General Manager from February 2021 to January 2022, our Vice President, European Operations and Rilonacept Franchise Commercial Head from July 2020 to February 2021 and as our Vice President, European Operations from June 2019 to July 2020. Prior to joining Kiniksa, Mr. Moat served as VP, EMEA Marketing and Commercial Operations from May 2018 to June 2019 at AveXis, Inc., a Novartis AG company, where he led launch readiness planning and execution. Prior to that, Mr. Moat served as Executive Director, EU Genetic Diagnostic Strategy from July 2017 to February 2018 at Spark Therapeutics, Inc. (“Spark”) where he built a pre-launch field-facing team in sequential launch markets. Prior to joining Spark, Mr. Moat served as Senior Director, Commercial & Marketing Lead, EMEA from August 2015 to June 2017 at Alexion, where he developed the EMEA strategic and operational commercial plans for the metabolic business unit. Prior to that, Mr. Moat held various roles with increasing responsibilities at Synageva and ProStrakan Inc. Mr. Moat received his B.A. in Business Management at Middlesex University in London.

John F. Paolini, M.D., Ph.D., has served as our Senior Vice President and Chief Medical Officer since August 2016. From August 2015 to August 2016, Dr. Paolini was Clinical Research Head of the Cardiovascular and Metabolic Diseases Research Unit at Pfizer Inc., a pharmaceutical company, or Pfizer, where he was responsible for bringing forward programs from pre-clinical through early clinical

 

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Executive Officers

   

development and proof of concept. Prior to Pfizer, from August 2011 to July 2015, Dr. Paolini served as Chief Medical Officer of Cerenis Therapeutics, a biotechnology company focused on cardiovascular and metabolic diseases, where he was responsible for designing and executing clinical trials and regulatory strategy for a portfolio of products. Dr. Paolini holds an M.D. and a Ph.D. from Duke University School of Medicine, a B.A. and a B.S. from Tulane University, and completed his internship, residency and fellowship in Internal Medicine and Cardiology at Brigham and Women’s Hospital, Boston.

Mark Ragosa has served as our Senior Vice President and Chief Financial Officer since March 2021 and prior to that as Vice President and Interim Chief Financial Officer from December 2020 to March 2021, at which point he also assumed the role of principal financial officer. As our Chief Financial Officer, Mr. Ragosa oversees our Finance and Investor Relations organizations. Prior to serving as our Interim Chief Financial Officer, Mr. Ragosa served as our Vice President, Investor Relations and Finance from May 2020 to December 2020 and our Vice President, Investor Relations from May 2018 to May 2020. In these roles Mr. Ragosa oversaw the development and execution of our strategic investor-relations plan aligned with our long-term goals and contributed to our capital raise strategy. Prior to that, Mr. Ragosa served as Director, Investor Relations from February 2018 to May 2018 and Associate Director from September 2016 to February 2018 at Ironwood Pharmaceuticals, Inc. (“Ironwood”), a biotechnology company where he managed relationships with investors and analysts and served as an external spokesperson. Prior to joining Ironwood, Mr. Ragosa served as a Vice President within the equities division at Goldman Sachs Group, Inc. from March 2012 to June 2016 where, among other things, he facilitated capital raises for private and public companies and conducted financial analyses. Prior to that Mr. Ragosa held roles within the equities divisions at Morgan Stanley and Bank of America Securities. Mr. Ragosa received his B.A. in History and Government at Bowdoin College and is a Chartered Financial Analyst.

Eben Tessari has served as our Senior Vice President and Chief Operating Officer since January 2022. Prior to that he served as our Senior Vice President and Chief Business Officer from March 2018 until January 2022 and our Senior Vice President, Business Development from July 2015 until March 2018. In these roles, Mr. Tessari oversaw Kiniksa’s business development efforts, including the expansion of its product candidate portfolio. Before joining Kiniksa, he served as Senior Director, Business Development at Synageva, from December 2014 to July 2015, where he led strategic business initiatives. Prior to that, he was Director, Business and Corporate Development at Civitas Therapeutics, Inc., a biotechnology company, from November 2013 to December 2014, where he managed the company through an acquisition by Acorda Therapeutics, Inc. Mr. Tessari holds a B.Sc. in Behavioral Neuroscience from Northeastern University, a Master’s degree in Biomedical Engineering from Boston University and both a J.D. and an M.B.A. from Suffolk University.

None of our executive officers is related to any other executive officer or to any of our directors.

 

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Executive and Director Compensation

EXECUTIVE COMPENSATION

This section discusses the material components of the executive compensation program for our “named executive officers,” identified below, for the year ended December 31, 2023.

The following individuals are our named executive officers for the year ended December 31, 2023:

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Sanj K. Patel, Chief Executive Officer and Chairman of the Board of Directors;

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•

John F. Paolini, M.D., Senior Vice President and Chief Medical Officer; and

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•

Eben Tessari, Senior Vice President and Chief Operating Officer.

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As of June 30, 2023, we determined that we are no longer a “smaller reporting company” as that term is used under the rules promulgated under the Securities Act of 1933, as amended, for the year ended December 31, 2023. Pursuant to SEC rules and regulations, we have used the reduced compensation disclosure requirements applicable to smaller reporting companies for the year ended December 31, 2023 but will no longer be permitted to use reduced or scaled disclosure available to smaller reporting companies beginning with our 10-Q for the first quarter of 2024.

2023 SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2023 and 2022, as applicable.