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 14, 2022
ZYNERBA PHARMACEUTICALS, INC.
(Exact Name of Issuer as Specified in Charter)
| Delaware | 001-37526 | 26-0389433 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
80 W. Lancaster Avenue, Suite 300
Devon, PA 19333
(Address of Principal Executive Offices)
(484) 581-7505
(Registrant’s Telephone Number, Including Area Code)
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 per share | ZYNE | 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 Vote of Security Holders
On June 14, 2022, Zynerba Pharmaceuticals, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting.
(a) Proposal 1 — Election of Seven Directors. Each director nominee was elected to the Board of Directors to serve as a director until the 2023 Annual Meeting of the Stockholders or until his or her respective successor is elected and qualified, as follows:
| Name | For | Withheld | Broker Non- Votes | ||||
| Armando Anido | 12,935,745 | 802,110 | 8,993,165 | ||||
| John P. Butler | 11,268,307 | 2,468,548 | 8,993,165 | ||||
| Warren D. Cooper, MB, BS, BSc, MFPM | 11,387,771 | 2,350,084 | 8,993,165 | ||||
| William J. Federici | 13,214,231 | 523,624 | 8,993,165 | ||||
| Daniel L. Kisner, MD | 13,101,607 | 636,248 | 8,993,165 | ||||
| Kenneth I. Moch | 13,088,646 | 649,209 | 8,993,165 | ||||
| Pamela Stephenson | 11,460,746 | 2,277,109 | 8,993,165 |
(b) Proposal 2 — Ratification of Independent Registered Public Accountants. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year was ratified, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 22,233,143 | 379,723 | 118,245 | 0 |
(c) Proposal 3 — Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers. The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executed officers, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 12,525,840 | 1,109,661 | 102,354 | 8,993,165 |
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.
Date: June 16, 2022
| ZYNERBA PHARMACEUTICALS, INC. | ||
| By: | /s/ Albert P. Parker | |
| Name: Albert P. Parker | ||
| Title: Chief Legal Officer | ||