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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 reported) April 20, 2020
________________
BRICKELL BIOTECH, INC.
(Exact name of Registrant as specified in its charter)
Delaware
 
000-21088
 
93-0948554
(State or Other Jurisdiction
of Incorporation)
 
(Commission File
Number)
 
(IRS Employer
Identification No.)

5777 Central Avenue
Suite 102
Boulder, CO 80301
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (720) 505-4755
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):
☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common stock, par value $0.01 per share
 
BBI
 
The Nasdaq Stock Market LLC
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. Submission of Matters to a Vote of Security Holders.

2020 Annual Meeting of Stockholders 
 
On April 20, 2020, Brickell Biotech, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). There were 6,177,444 shares of common stock of the Company represented in person or by proxy at the Annual Meeting, constituting approximately 64% of the outstanding shares of common stock on March 13, 2020, the record date for the Annual Meeting.
 
The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:
 
Proposal 1: The election of two (2) directors to serve as Class I directors until the 2023 Annual Meeting of Stockholders and until their respective successors are elected.
 
Name
 
FOR
 
WITHHELD
George Abercrombie
 
4,280,644
 
426,210
Vijay B. Samant
 
3,942,410
 
764,444
 
The election of three (3) directors to serve as Class III directors until the 2022 Annual Meeting of Stockholders and until their respective successors are elected.

Name
 
FOR
 
WITHHELD
Reginald L. Hardy
 
3,965,729
 
741,125
Gary A. Lyons
 
4,312,399
 
394,455
Robert B. Brown
 
4,101,595
 
605,259

In addition, there were 1,470,590 broker non-votes associated with the election of the directors. All director nominees were duly elected at the Annual Meeting.
 
Proposal 2: The approval and adoption of the Company’s 2020 Omnibus Long-Term Incentive Plan.
 
FOR
 
AGAINST
 
ABSTAIN
4,199,868
 
492,587
 
14,399
 
In addition, there were 1,470,590 broker non-votes associated with the approval and adoption of the 2020 Omnibus Long-Term Incentive Plan. At the Annual Meeting, stockholders voted to approve and adopt the Company’s 2020 Omnibus Long-Term Incentive Plan.

Proposal 3: The approval, on an advisory basis, of the compensation of the Company’s named executive officers.
 
FOR
 
AGAINST
 
ABSTAIN
3,967,534
 
722,712
 
16,608
 
In addition, there were 1,470,590 broker non-votes associated with the approval of the compensation of the Company’s named executive officers. At the Annual Meeting, stockholders voted, on an advisory basis, to approve the compensation of the Company’s named executive officers.

Proposal 4: The approval, on an advisory basis, of the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers.
1 YEAR
 
2 YEARS
 
3 YEARS
 
ABSTAIN
1,231,299
 
49,940
 
3,413,744
 
11,871




 
In addition, there were 1,470,590 broker non-votes associated with the approval of the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers. At the Annual Meeting, stockholders voted, on an advisory basis, to hold future stockholder advisory votes on the compensation of the Company’s named executive officers every three years.

Proposal 5: The ratification of the selection of Ernst & Young LLP to serve as the Company’s registered independent public accounting firm for the year ending December 31, 2020.
 
FOR
 
AGAINST
 
ABSTAIN
5,795,308
 
93,785
 
288,351
 
In addition, there were no broker non-votes associated with the ratification of the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2020. At the Annual Meeting, stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

 
 
 





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.
 
Date: April 20, 2020
 
Brickell Biotech, Inc.
 
 
 
 
 
 
 
 
By:
/s/ Robert B. Brown
 
 
 
Name:
Robert B. Brown
 
 
 
Title:
Chief Executive Officer