8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 1, 2015

KINDRED BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36225	46-1160142
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1555 Bayshore Highway, Suite 200, Burlingame, California 94010

(Address of principal executive offices) (Zip Code)

(650) 701-7901

(Registrant’s telephone number, include area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2015, Kindred Biosciences, Inc. (the “Company”) and Denise Bevers, the Company's Chief Operating Officer, entered into Amendment No. 2 to Ms. Bevers's employment agreement dated June 20, 2013 as amended by Amendment No. 1 on November 11, 2013, and the Company and Stephen Sundlof, D.V.M., Ph.D., the Company's Executive Vice Presisent of Regulatory Affairs and Chief Scientific Officer, entered into Amendment No. 1 to Dr. Sundlof's employment agreement dated June 30, 2013 (each an “Amendment” and collectively the “Amendments”).

The Amendments provide for an increase in the payment to the respective executive upon termination by the Company without cause or by the executive with good reason, as defined in the respective employment agreement, from six (6) months of the executive’s then current base salary to twelve (12) months of the executive’s then current base salary. Dr. Sundlof's Amendment further amends his employment agreement to change his position and responsibilities from Senior Vice President of Regulatory Affairs to Executive Vice President of Regulatory Affairs and Quality and Chief Scientific Officer in accordance with his recent promotion to such positions.

Item 5.07Submission of Matters to a Vote of Security Holders.

On June 1, 2015, the Company held its Annual Meeting of Stockholders. A total of 18,108,774 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 91.8% percent of the Company’s outstanding common stock as of the April 6, 2015 record date. The following are the voting results for the proposals considered and voted upon at the meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 17, 2015.

PROPOSAL 1 - Election of Directors. As to the election of director nominees, Raymond Townsend and Ervin Veszprémi, to serve as Class II directors until the 2018 annual meeting of stockholders and until their successors are duly elected and qualified, the voting was as follows:

	Votes FOR	Votes WITHHELD	Broker Non-Votes
1a. Raymond Townsend, Pharm. D.	13,875,139	858,788	3,374,847
1b. Ervin Veszprémi	13,495,251	1,238,676	3,374,847

PROPOSAL 2 - Ratification of Independent Public Accountant. As to the ratification of the appointment of KMJ Corbin & Company LLP as the Kindred Biosciences, Inc. independent registered public accounting firm for the year ending December 31, 2015, the voting was as follows:

Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
17,398,467	12,891	697,416	—

Based on the forgoing votes, Raymond Townsend and Ervin Veszprémi were elected as Class II directors, and Proposal 2 was approved.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
10.1	Amendment No. 2 dated June 4, 2015 to Employment Agreement between Kindred Biosciences, Inc. and Denise Bevers, dated June 20, 2013 (as amended by Amendment No. 1 dated November 11, 2013)
10.2	Amendment No. 1 dated June 4, 2015 to Employment Agreement between Kindred Biosciences, Inc. and Stephen Sundlof dated June 30, 2013

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KINDRED BIOSCIENCES, INC.
Date: June 4, 2015	By: /s/ Richard Chin
	Richard Chin, M.D.
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 2 dated June 4, 2015 to Employment Agreement between Kindred Biosciences, Inc. and Denise Bevers, dated June 20, 2013 (as amended by Amendment No. 1 dated November 11, 2013)
10.2	Amendment No. 1 dated June 4, 2015 to Employment Agreement between Kindred Biosciences, Inc. and Stephen Sundlof dated June 30, 2013

EX-10.1

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

This Amendment No. 2 to Employment Agreement (this “Amendment”) is made as of June 4, 2015, by and between Kindred Biosciences, Inc., a Delaware corporation (the “Company”), and Denise Bevers, an individual and resident of the State of California (the “Executive”), with reference to the following facts:

WHEREAS, the Company and the Executive are parties to an Employment Agreement dated as of June 20, 2013 and amended on November 11, 2013 (the “Employment Agreement”), between the parties and pursuant to which Executive serves as the Company’s Chief Operating Officer; and

WHEREAS, the Company and Executive wish to further amend the Employment Agreement in certain respects as provided in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and other consideration, the receipt and sufficiency of which hereby are acknowledged, the Company and Executive hereby agree as follows:

1.Definitions. Terms not otherwise defined in this Amendment shall have the meanings attributed to such terms in the Employment Agreement. References in the Employment Agreement and this Amendment to this “Agreement” mean the Employment Agreement as amended by this Amendment and as further amended from time to time as provided in the Employment Agreement.

2.Amendment. Section 4(c)(ii) of the Employment Agreement is hereby amended to increase the payment to the Executive upon termination by the Company Without Cause or by the Executive with Good Reason from six (6) months of the Executive’s then current Base Salary to twelve (12) months of the Executive’s then current base salary. Section 4(c)(ii) is amended to read in entirety as follows:

(ii) The Company will pay Executive a total amount equal to twelve (12) months of Executive’s then current Base Salary, less applicable taxes and deductions; such payment to be made within 7 days of termination.

3.No Other Changes to the Employment Agreement. Except as expressly amended by this Amendment, all of the terms of the Employment Agreement shall remain in full force and effect.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 as of the date first set forth above.

KINDRED BIOSCIENCES, INC.	EXECUTIVE
By: /s/ Richard Chin    Richard Chin, President and CEO	/s/ Denise Bevers Denise Bevers

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EX-10.2

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement (this “Amendment”) is made as of June 4, 2015, by and between Kindred Biosciences, Inc., a Delaware corporation (the “Company”), and Stephen Sundlof, an individual and resident of the State of Maryland (the “Executive”), with reference to the following facts:

WHEREAS, the Company and the Executive are parties to an Employment Agreement dated as of June 30, 2013 (the “Employment Agreement”), between the parties and pursuant to which Executive served as the Company’s Senior Vice President of Regulatory Affairs; and

WHEREAS, the Company and Executive wish to further amend the Employment Agreement in certain respects as provided in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and other consideration, the receipt and sufficiency of which hereby are acknowledged, the Company and Executive hereby agree as follows:

1.Definitions. Terms not otherwise defined in this Amendment shall have the meanings attributed to such terms in the Employment Agreement. References in the Employment Agreement and this Amendment to this “Agreement” mean the Employment Agreement as amended by this Amendment and as further amended from time to time as provided in the Employment Agreement.

2.Amendments. The Employment Agreement is hereby amended in the following respects:

(a)Section 1(b) is amended to change the Executive’s position and responsibilities from that of Senior Vice President of Regulatory Affairs to Executive Vice President of Regulatory Affairs and Quality and Chief Scientific Officer of the Company. Section 1(b) is amended to read in entirety as follows:

(b) Devotion to Duties. For so long as Executive is employed hereunder, Executive will faithfully execute the responsibilities of the Executive Vice President of Regulatory Affairs and Quality and Chief Scientific Officer positions, as may be defined by the CEO from time to time.

(b)Section 4(c)(ii) is amended to increase the payment to the Executive upon termination by the Company Without Cause or by the Executive with Good Reason from six (6) months of the Executive’s then current Base Salary to twelve (12) months of the Executive’s then current base salary. Section 4(c)(ii) is amended to read in entirety as follows:

(ii) The Company will pay Executive a total amount equal to twelve (12) months of Executive’s then current Base Salary, less applicable taxes and deductions; such payment to be made within 7 days of termination.

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3.No Other Changes to the Employment Agreement. Except as expressly amended by this Amendment, all of the terms of the Employment Agreement shall remain in full force and effect.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 as of the date first set forth above.

KINDRED BIOSCIENCES, INC.	EXECUTIVE
By: /s/ Richard Chin    Richard Chin, President and CEO	/s/ Stephen Sundlof Stephen Sundlof

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