Kiniksa Pharmaceuticals International, plc

For the period ended Jun 3, 2025. Filed Apr 21, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 3, 2025 · Filed Apr 21, 2025

KNSA$93.86+6.2%Stored close · as of Nov 6, 2026

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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

KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC

(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.

April 21, 2025

Dear Shareholder:

You are cordially invited to attend the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Kiniksa Pharmaceuticals International, plc, to be held on June 3, 2025, at 3:00 p.m. British Summer Time (10:00 a.m. Eastern Daylight Time) at Third Floor, 23 Old Bond Street, London, United Kingdom W1S 4PZ. The Notice of Annual Meeting and proxy statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the heading “Who Can Attend the Annual Meeting?” in the proxy statement for more information about how to attend the Annual Meeting in person.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. I urge you to promptly vote and submit your proxy by phone, the Internet, or, if you received paper copies of our proxy materials and proxy card, by signing, dating and mailing the proxy card in the return envelope provided therewith. If you have received our Notice of Internet Availability of Proxy Materials, the instructions regarding how you can vote are in such notice. If you have received a proxy card, then instructions regarding how you can vote are on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

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 3, 2025

KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC

THIRD FLOOR

23 OLD BOND STREET

LONDON, UNITED KINGDOM W1S 4PZ

This year’s Annual Meeting will be held on June 3, 2025 at 3:00 p.m. British Summer Time (10:00 a.m. Eastern Daylight Time) at Third Floor, 23 Old Bond Street, London, United Kingdom W1S 4PZ:

	Ordinary Resolutions
				To re-elect Sanj K. Patel, Thomas R. Malley and Richard S. Levy as Class I Directors to serve on the Board of Directors until the 2028 Annual Meeting of Shareholders, and until their respective successors have been appointed or until their earlier resignation or vacation of office in accordance with the Articles of Association (the “Articles”) of Kiniksa Pharmaceuticals International, plc (the “Company”).
				To re-elect Stephen R. Biggar, G. Bradley Cole and Barry D. Quart as Class II Directors to serve on the Board of Directors until the 2026 Annual Meeting of Shareholders, and until their respective successors have been appointed or until their earlier resignation or vacation of office in accordance with the Articles.
				To re-elect Felix J. Baker, Ph.D., M. Cantey Boyd, 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 appointed or until their earlier resignation or vacation of office in accordance with the Articles.
				To approve the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s UK statutory auditors until the close of our next Annual Meeting of Shareholders.
				To ratify the appointment of PwC as the Company’s US independent registered public accounting firm for the fiscal year ending December 31, 2025.
				To authorize the Board of Directors, through our Audit Committee, to determine PwC’s remuneration in its capacity as our UK statutory auditors until the close of our next Annual Meeting of Shareholders.
				To receive the Company’s UK statutory annual accounts and report for the period ended December 31, 2024 (the “UK Annual Report”).
				To approve, on an advisory (non-binding) basis, the Company’s UK Statutory Directors’ Annual Remuneration Report for the period ended December 31, 2024 (the “UK Remuneration Report”), which is set forth in Annex A to this proxy statement and contained in the UK Annual Report.
				To approve the Company’s UK Statutory Directors’ Remuneration Policy (the “UK Remuneration Policy”), which is set forth in Annex A to this proxy statement and contained in the UK Annual Report.

				To approve, on an advisory (non-binding) basis, the compensation of our named executive officers.
				To authorize the Board of Directors, generally and unconditionally for the purpose of section 551 of the UK Companies Act 2006 (the “Companies Act”) to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company (“Rights”) up to a maximum aggregate nominal amount of $6,976.33, which represents approximately 35% of the issued ordinary share capital of the Company on the Record Date. This authority shall expire (unless previously renewed, varied or revoked) on June 2, 2030, but we may at any time before the expiration of this authority make an offer or agreement which would or might require shares to be allotted, or Rights to be granted, pursuant to this authority after its expiration, and the Board of Directors may allot shares or grant Rights in pursuance of that offer or agreement as if the authority conferred by this resolution had not expired. The authority granted by this resolution shall replace all of our existing authorities to allot any shares and to grant Rights previously granted in connection with the adoption of the Articles in June 2024, but without prejudice to any allotment of shares or grant of Rights already made or agreed or offered to be made pursuant to such authorities.
	Special Resolutions
				Subject to the passing of Proposal No. 11, to empower the Board of Directors generally pursuant to section 570(1) and section 573 of the Companies Act to allot equity securities (as defined in section 560 of the Companies Act) for cash pursuant to the general authority conferred on them by Proposal No. 11 as if section 561(1) of the Companies Act did not apply to that allotment. This power (a) shall be limited to the allotment of equity securities up to a maximum aggregate of $6,976.33; (b) will expire (unless previously renewed, varied or revoked) on June 2, 2030, but we may at any time before the expiration of this power make an offer or agreement which would or might require equity securities to be allotted after that expiry and the Board of Directors may allot equity securities pursuant to any of those offers or agreements as if the power had not expired; and (c) will apply in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act as if in the first paragraph of this resolution the words “pursuant to the general authority conferred on them by Proposal No. 11” were omitted. For purposes of this resolution, references to the allotment of equity securities shall be interpreted in accordance with section 560 of the Companies Act. This resolution replaces all unexercised powers previously granted to the Board of Directors, pursuant to the adoption of the Articles in June 2024, to allot equity securities as if section 561 of the Companies Act did not apply but shall be without prejudice to any allotment of equity securities already made or agreed or agreed to be made pursuant to such authorities.
				To authorize the Board of Directors to conduct a transaction with the Company’s wholly-owned subsidiary, Kiniksa Pharmaceuticals, Ltd. (“Kiniksa Bermuda”), whereby the Company will redeem the preference shares previously issued to Kiniksa Bermuda through the capitalization of the Company’s merger reserve account and subsequently cancel the merger reserve bonus share issued as part of such capitalization via a court-approved process, thus creating distributable reserves to be utilized to redeem such preference shares and thereby allowing for the liquidation of Kiniksa Bermuda.

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 ordinary shares (“Class A Shares”) and Class B ordinary shares (“Class B Shares” and together, “Voting Shares”) as of the close of business on April 8, 2025 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement, or adjournment of the Annual Meeting.

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

London, United Kingdom

April 21, 2025

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