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): July 1, 2021
TIMBER PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37411 | 59-3843182 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
110 Allen Road, Suite 401
Basking Ridge, NJ 07920
(Address of principal executive offices)
Registrant’s telephone number, including area code: (908) 636-7160
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:
| ¨ | Written communications 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, $0.001 Par Value | TMBR | The NYSE American, 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
On July 1, 2021, Timber Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The matters voted on at the Annual Meeting were: (1) the election of six directors; (2) the approval of an amendment to the Company’s 2020 Omnibus Equity Incentive Plan (the “Plan”) increasing the number of shares of the Company’s common stock (the “Common Stock”) authorized for issuance thereunder from 2,056,130 to 4,668,319; (3) to vote, on an advisory basis, on the executive compensation of the Company’s named executive officers; and (4) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.
The final voting results were as follows:
| 1. | The election of each of John Koconis, Zachary Rome, Dr. David Cohen, Dr. Lubor Gaal, Dr. Gianluca Pirozzi and Edward J. Sitar as directors to hold office for a term of one year, until his successor is duly elected and qualified or he is otherwise unable to complete his term. |
The votes were cast for this matter as follows:
| Nominees | Votes For | Votes Withheld | Broker Non-Votes | |||
| John Koconis | 11,034,143 | 478,904 | 7,189,718 | |||
| Zachary Rome | 11,017,874 | 495,173 | 7,189,718 | |||
| David Cohen, M.D. | 11,045,587 | 467,460 | 7,189,718 | |||
| Lubor Gaal, Ph. D. | 11,012,598 | 500,449 | 7,189,718 | |||
| Gianluca Pirozzi, M.D., Ph.D. | 11,002,761 | 510,286 | 7,189,718 | |||
| Edward J. Sitar | 10,966,955 | 546,092 |
| 2. | The proposal to approve an amendment to the Plan to increase the number of shares of Common Stock authorized for issuance thereunder from 2,056,130 to 4,668,319 was approved based upon the following votes: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 8,416,517 | 2,982,187 | 114,343 | 7,189,718 |
| 3. | The votes were cast as follows with respect to the proposal to vote, on an advisory basis, on the executive compensation of the Company’s named executive officers as described in the Company’s definitive proxy statement: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 9,681,424 | 1,411,304 | 420,319 | 7,189,718 |
| 4. | The proposal to ratify the appointment of KPMG LLC as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2021 was approved based upon the following votes: |
| Votes For | Votes Against | Abstentions | ||
| 17,461,893 | 755,220 | 485,652 |
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.
| Timber Pharmaceuticals, Inc. | ||
| Date: July 2, 2021 | By: | /s/ John Koconis |
| Name: | John Koconis | |
| Title: | Chief Executive Officer and Chairman of the Board of Directors | |