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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 event reported): June 23, 2023
 
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.)
 
3 Mountainview Road, Suite 100,
Warren, NJ 07059
(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 June 23, 2023, 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 five directors; (2) the approval of an amendment to the Timber Pharmaceuticals, Inc. 2020 Omnibus Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder from 263,179 to 449,223; and (3) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
 
The final voting results were as follows:
 
 
1.
The stockholders elected of each of John Koconis, 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
  
713,485
  
82,169
   455,073
David Cohen, M.D.
  
677,110
  
118,544
  
455,073
Lubor Gaal, Ph. D.
  
677,193
  
118,461
  
455,073
Gianluca Pirozzi, M.D., Ph.D.
  
631,152
  
164,502
  
455,073
Edward J. Sitar
  
676,323
  
119,331
  
455,073
 
 
 
2.
The proposal to approve an amendment to the Timber Pharmaceuticals, Inc. 2020 Omnibus Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder from 263,179 to 449,223 was approved based on the following votes:
 
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
410,803
  
382,208
  
2,633
  
455,073
 
 
3.
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, 2023 was approved based upon the following votes:
 
Votes For
  
Votes Against
  
Abstentions
  
1,185,683
  
57,181
  
7,863
  
 
 
 
 
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: June 23, 2023
By:
/s/ John Koconis
 
Name:
John Koconis
 
Title:
Chief Executive Officer and Chairman of the Board of Directors