UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 26, 2023, TherapeuticsMD, Inc., a Nevada corporation (the “Company”), held its combined 2022 and 2023 Annual Meeting (the “Annual Meeting”). At the close of business on May 2, 2023, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 10,262,715 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting. The holders of 6,051,149 shares of Common Stock were represented virtually or by proxy at the Annual Meeting, constituting a quorum. At the Annual Meeting, the stockholders of the Company considered and voted on proposals to: (1) elect four directors to serve until the Company’s next annual meeting of stockholders or until their successors are duly elected and qualified; (2) approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2022; (3) approve an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended (the “Charter Amendment”), to increase the number of authorized shares of Common Stock from 12,000,000 shares to 32,000,000 shares; (4) approve, pursuant to Nasdaq Rules 5635(b) and 5635(d), the issuance of up to 5,000,000 shares of Common Stock to be sold in one or more private placements to Rubric Capital Management LP (“Rubric”) or one or more of its affiliates, under a subscription agreement with Rubric (the “Private Placement Proposal”); and (5) 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, 2023.
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 Definitive Proxy Statement on Schedule 14A, filed with the United States Securities and Exchange Commission on May 17, 2023.
Proposal 1: All of the four nominees for the Company’s Board of Directors were elected to serve until the Company’s next annual meeting of stockholders or until their successors are duly elected and qualified, by the votes set forth in the table below:
| Nominee |
For | Withheld | Broker Non-Votes |
|||||||||
| Tommy G. Thompson |
4,124,794 | 298,565 | 1,627,790 | |||||||||
| Cooper C. Collins |
4,149,214 | 274,145 | 1,627,790 | |||||||||
| Gail K. Naughton, Ph.D. |
4,153,469 | 269,890 | 1,627,790 | |||||||||
| Justin Roberts |
4,085,664 | 337,695 | 1,627,790 | |||||||||
Proposal 2: The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2022, by the votes set forth in the table below:
| For |
Against | Abstain | Broker Non- Votes | |||
| 4,007,930 |
317,286 | 98,143 | 1,627,790 |
Proposal 3: The Company’s stockholders approved the Charter Amendment, by the votes set forth in the table below:
| For |
Against | Abstain | Broker Non- Votes | |||
| 5,431,781 |
595,133 | 24,235 | 0 |
Proposal 4: The Company’s stockholders approved the Private Placement Proposal, by the votes set forth in the table below:
| For |
Against | Abstain | Broker Non- Votes | |||
| 4,178,998 |
238,644 | 5,717 | 1,627,790 |
Proposal 5: The Company’s stockholders ratified 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, 2023, by the votes set forth in the table below:
| For |
Against | Abstain | Broker Non- Votes | |||
| 5,875,689 |
162,089 | 13,371 | 0 |
SIGNATURES
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 28, 2023 | THERAPEUTICSMD, INC. | |||||
| /s/ Marlan Walker | ||||||
| Marlan Walker | ||||||
| Chief Executive Officer | ||||||