UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 24, 2024, Relmada Therapeutics, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 30,174,202 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 21,986,343 shares, or approximately 72.9% of the eligible common stock, were present either in person or by proxy and voted. The final results of the matters voted on at the Annual Meeting are provided below.
Proposal 1: Election of Directors.
Stockholders elected the following nominees as directors to hold office until the 2027 Annual Meeting (i.e. as a Class III Director) and until his successor is elected and qualified.
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| John Glasspool (Class III, 36 month term) | 7,693,573 | 9,981,548 | 4,311,222 | |||||||||
| Paul Kelly (Class III, 36 month term) | 11,799,277 | 5,875,844 | 4,311,222 | |||||||||
The continuing Class I Directors are Eric Schmidt and Fabiana Fedeli. The continuing Class II Directors are Charles J. Casamento and Sergio Traversa.
Proposal 2: Ratification of Appointment of Independent Auditors.
Stockholders approved the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| For | Against | Abstentions | Broker Non-Votes | |||
| 19,984,165 | 1,966,620 | 35,558 | - |
Proposal 3: Approval of an Amendment to the 2021 Plan.
Stockholders did not approve the proposed amendment to the Company’s 2021 Equity Incentive Plan, as amended (the “2021 Plan”), to increase the number of shares of the Company’s common stock available for issuance pursuant to awards under the 2021 Plan by 4,500,000 to an aggregate of 12,400,000 (including awards previously granted). The 2021 Plan is described in more detail in the Company’s 2024 Proxy Statement, which was filed with the Securities and Exchange Commission on
| For | Against | Abstentions | Broker Non-Votes | |||
| 4,261,878 | 13,407,997 | 5,246 | 4,311,222 |
Proposal 4: Advisory Vote to Approve Executive Compensation.
Stockholders did not approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for its 2024 Annual Meeting of Stockholders.
| For | Against | Abstentions | Broker Non-Votes | |||
| 7,529,377 | 10,119,590 | 26,154 | 4,311,222 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 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.
| Dated: May 30, 2024 | RELMADA THERAPEUTICS, INC. | |
| By: | /s/ Sergio Traversa | |
| Name: | Sergio Traversa | |
| Title: | Chief Executive Officer | |