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 16, 2016
| TherapeuticsMD, Inc. |
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 001-00100 | 87-0233535 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
6800 Broken Sound Parkway NW, Third Floor Boca Raton, FL 33487 |
| (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: (561) 961-1900 |
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 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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 16, 2016, TherapeuticsMD, Inc. (the “Company”) held its 2016 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company considered and voted on proposals to: (1) elect ten directors, each to serve until the Company’s next annual meeting of stockholders or until their successors are elected and qualified, (2) provide a non-binding advisory vote on the compensation of the Company’s named executive officers for fiscal year 2015, and (3) ratify the appointment of Grant Thornton, LLP, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending December, 31, 2016.
Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. For more information on the following proposals, see the Company’s 2016 Proxy Statement, as filed with the United States Securities and Exchange Commission on April 28, 2016.
Proposal 1: To elect ten directors, each to serve until the Company’s next annual meeting of stockholders or until their successors are elected and qualified.
| Nominee | For | Against | Abstain |
Broker Non-Votes |
||||||||||||
| Tommy G. Thompson | 139,633,632 | 0 | 5,489,816 | 0 | ||||||||||||
| Robert G. Finizio | 144,421,764 | 0 | 701,684 | 0 | ||||||||||||
| John C.K. Milligan, IV | 133,591,409 | 0 | 11,532,039 | 0 | ||||||||||||
| Brian Bernick, M.D. | 133,591,929 | 0 | 11,531,519 | 0 | ||||||||||||
| J. Martin Carroll | 144,511,538 | 0 | 611,910 | 0 | ||||||||||||
| Cooper C. Collins | 144,627,473 | 0 | 495,975 | 0 | ||||||||||||
| Robert V. LaPenta, Jr. | 144,521,586 | 0 | 601,862 | 0 | ||||||||||||
| Jules A. Musing | 132,231,853 | 0 | 12,891,595 | 0 | ||||||||||||
| Angus C. Russell | 144,615,300 | 0 | 508,148 | 0 | ||||||||||||
| Nicholas Segal | 144,627,373 | 0 | 496,075 | 0 |
Proposal 2: To provide a non-binding advisory vote on the compensation of the Company’s named executive officers for fiscal year 2015.
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 141,420,516 | 3,552,760 | 150,172 | 33,362,630 |
Proposal 3: To ratify the appointment of Grant Thornton, LLP, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending December 31, 2016.
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 178,066,850 | 355,259 | 63,969 | 0 |
Each of the director nominees and proposals received the necessary votes in favor to be adopted by the Company’s stockholders at the Annual Meeting.
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 20, 2016
| THERAPEUTICSMD, INC . | ||
| By: | /s/ Daniel A. Cartwright | |
|
Name: Title: |
Daniel A. Cartwright Chief Financial Officer | |