Current Report Filing (8-k)
June 10 2019 - 4:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 4, 2019
DERMIRA, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-36668
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27-3267680
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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275 Middlefield Road, Suite 150
Menlo Park, California
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94025
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (650)
421-7200
Not Applicable
(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 (see General Instruction A.2 below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.001 par value
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DERM
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The Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 4, 2019, Dermira, Inc. (the Company) held its 2019 annual meeting of stockholders (the Annual Meeting).
Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. Of the 53,667,718 shares of the Companys common stock outstanding as of the record date of April 12, 2019,
42,992,027 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 80% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such
matter are set forth below:
1.
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Election of Class
II Directors.
The following nominees were
re-elected
to serve as Class II directors, each to serve a three-year term expiring at the Companys 2022 annual meeting of stockholders and until his successor has been duly elected and qualified or his
earlier resignation or removal, based on the following results of voting:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Eugene A. Bauer
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24,122,596
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15,741,649
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3,127,782
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David E. Cohen
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21,603,405
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18,260,840
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3,127,782
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Fred B. Craves
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24,150,768
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15,713,477
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3,127,782
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2.
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Executive Compensation.
On a
non-binding
advisory basis,
compensation paid to the Companys named executive officers for the year ended December 31, 2018 was approved, based on the following results of voting:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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38,440,772
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1,416,993
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6,480
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3,127,782
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3.
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Ratification of Appointment of Independent Registered Public Accounting Firm.
The appointment of
Ernst & Young LLP as the Companys independent registered public accounting firm for the year ending December 31, 2019 was ratified, based on the following results of voting:
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Votes For
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Votes Against
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Abstentions
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41,997,176
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968,310
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26,541
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Dated: June 10, 2019
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DERMIRA, INC.
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By:
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/s/ Andrew L. Guggenhime
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Name:
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Andrew L. Guggenhime
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Title:
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Chief Financial Officer
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