Cara Therapeutics Inc

DEF 14A 1 tm242755-1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION​

Washington, D.C. 20549

SCHEDULE 14A INFORMATION​

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

Filed by the Registrant

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Filed by a Party other than the Registrant

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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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CARA THERAPEUTICS, INC.​

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(Name of Registrant as Specified In Its Charter)​

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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)​

Payment of Filing Fee (Check all boxes that apply):

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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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Dear Stockholder:

It is my pleasure to invite you to attend Cara’s 2024 Annual Meeting of Stockholders on Tuesday, June 4, 2024, which will be held virtually, via live webcast atwww.virtualshareholdermeeting.com/​CARA2024, at 12:00 p.m., Eastern Daylight Time.

This year, we continue to embrace the latest technology to host a virtual meeting, which we believe will provide expanded access, improved communication and cost savings. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate.

In addition, this year we are again using the “Notice and Access” method of providing proxy materials to you via the internet. We believe that this process provides you with a convenient and quick way to access your proxy materials and vote your shares, while allowing us to reduce the costs of printing and distributing the proxy materials and conserve resources. On or about the date of this letter, we are mailing to our stockholders of record a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and our annual report to stockholders and vote via the internet. This Notice also contains instructions on how to receive a paper copy of the proxy materials and our annual report to stockholders.

Both the Notice of Internet Availability of Proxy Materials that is being mailed and the Notice of Annual Meeting of Stockholders and proxy statement contained herein identify the items we plan to address at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, you can cast your vote via the internet or by telephone, or, if you receive paper copies of the proxy materials, by completing the accompanying proxy and returning it in the prepaid envelope provided. If you attend the Annual Meeting, you may vote online during the meeting if you wish, even if you previously submitted a proxy.

Very truly yours,

/s/ Christopher Posner

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President and Chief Executive Officer

400 Atlantic Street

Suite 500

Stamford, CT 06901

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 4, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Cara Therapeutics, Inc., a Delaware corporation (“Cara,” “we,” “us,” “our” or the “Company”). The meeting will be held virtually, via live webcast atwww.virtualshareholdermeeting.com/CARA2024, at 12:00 p.m., Eastern Daylight Time on Tuesday, June 4, 2024 for the following purposes:

To elect the Board of Directors’ two nominees, Susan Shiff, Ph.D. and Helen M. Boudreau, for directors to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

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To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

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To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024.

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To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 100,000,000 shares to 200,000,000 shares.

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

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To conduct any other business properly brought before the meeting.

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These items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders.

The record date for the Annual Meeting is Monday, April 8, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

By Order of the Board of Directors

/s/ Scott M. Terrillion

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SCOTT M. TERRILLION

Corporate Secretary

Stamford, CT