8-K

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 7, 2022

 _____________________

Novan, Inc.

(Exact name of registrant as specified in its charter) 

 _____________________

Delaware	001-37880	20-4427682
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4020 Stirrup Creek Drive, Suite 110, Durham, North Carolina 27703

(Address of principal executive offices) (Zip Code)

(919) 485-8080

(Registrant’s telephone number, including area code)

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, $0.0001 par value	NOVN	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 a Vote of Security Holders.

On June 7, 2022, Novan, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below is a brief description of each matter considered and voted upon at the Annual Meeting, together with the final tally of the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes. A more complete description of each matter is set forth in the definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 27, 2022.

Proposal 1: Election of Directors

The stockholders elected each of the Class III directors who were nominated for a three-year term expiring at the Company’s 2025 Annual Meeting of Stockholders and until such director’s successor is elected and qualified, or until his earlier death, resignation or removal. The results of stockholders’ votes on this matter were as follows:

Nominee	For	Withheld	Broker Non-Votes
W. Kent Geer	3,637,362	416,797	6,155,903
Robert J. Keegan	3,636,135	418,024	6,155,903

Proposal 2: Advisory (Nonbinding) Approval of Executive Compensation

The stockholders approved, on an advisory (nonbinding) basis, the compensation of the Company’s named executive officers. The results of stockholders’ votes with respect to the advisory vote on executive compensation were as follows:

For	Against	Abstain	Broker Non-Votes
3,432,483	550,398	71,278	6,155,903

Proposal 3: Advisory (Nonbinding) Approval of the Frequency of Future Executive Compensation Advisory Votes

The stockholders of the Company approved, by an advisory (nonbinding) vote, the frequency of future executive compensation advisory votes. The results of stockholders’ votes on this matter were as follows:

1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
3,663,562	121,423	117,952	151,222	6,155,903

In light of the voting results received for Proposal 3 and other factors, the Board determined that the Company will hold an annual advisory (nonbinding) vote on executive compensation, until the next required vote on the frequency of the executive compensation advisory vote.

Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm

The proposal to ratify the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved. The results of stockholders’ votes on this matter were as follows:

For	Against	Abstain
10,096,954	83,548	29,560

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

EXHIBIT INDEX

 

Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Novan, Inc.
Date: June 8, 2022	By:	/s/ John M. Gay
		John M. Gay
		Chief Financial Officer

XML

Cover	Jun. 07, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 07, 2022
Entity Registrant Name	Novan, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37880
Entity Tax Identification Number	20-4427682
Entity Address, Address Line One	4020 Stirrup Creek Drive, Suite 110
Entity Address, City or Town	Durham
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27703
City Area Code	919
Local Phone Number	485-8080
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	NOVN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001467154