Kiniksa Pharmaceuticals International, plc
For the period ended May 19, 2026. Filed Apr 16, 2026.
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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.
May 19, 2026 · Filed Apr 16, 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:
| ☐ | 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 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):
| ☒ | 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 16, 2026
Dear Shareholder:
You are cordially invited to attend the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Kiniksa Pharmaceuticals International, plc, to be held on May 29, 2026, at 2:00 p.m. British Summer Time (9:00 a.m. Eastern Daylight Time) at the Company’s offices at Second Floor, 105 Piccadilly, London, United Kingdom, W1J 7NJ. 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 May 29, 2026
KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC
SECOND FLOOR
105 PICCADILLY
LONDON, UNITED KINGDOM W1J 7NJ
This year’s Annual Meeting will be held on May 29, 2026 at 2:00 p.m. British Summer Time (9:00 a.m. Eastern Daylight Time) at the Company’s offices at Second Floor, 105 Piccadilly, London, United Kingdom, W1J 7NJ:
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| | 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 2029 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 approve the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s UK statutory auditors until the close of the 2027 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, 2026. | |
| | 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 the 2027 Annual Meeting of Shareholders. | |
| | To receive the Company’s UK statutory annual accounts and report for the period ended December 31, 2025 (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, 2025 (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 (the “Say-on-Pay Vote”) |
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 6, 2026 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,
Douglas Barry
Secretary
London, United Kingdom
April 16, 2026
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