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 |
At the annual meeting (the “Annual Meeting”) of stockholders of NeuroBo Pharmaceuticals, Inc. (the “Company”) on June 9, 2022, the Company’s stockholders (i) elected two Class III directors to the Company’s Board of Directors, each to serve three-year terms until the 2025 annual meeting of stockholders, (ii) ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, (iii) approved (on an advisory basis) the compensation of the Company’s named executive officers, (iv) approved (on an advisory basis) that an advisory vote on the compensation of the Company’s named executive officer should occur every three years, (v) approved an amendment to the Company’s Certificate of Incorporation to effect a reverse split of our outstanding common stock at a ratio in the range of 1-for-5 to 1-for-35 to be determined at the discretion of the Company’s Board of Directors, whereby each outstanding 5 to 35 shares would be combined, converted and changed into 1 share of the Company’s common stock (“Proposal 5”) and (vi) to authorize of one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 5.
At the Annual Meeting, the total number of shares represented in person or by proxy was 14,844,943 of the 26,661,771 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting as of the May 17, 2022 record date.
The voting results at the Annual Meeting are shown below:
Proposal 1—Election of Directors
Class III Nominees |
| Votes For | Votes Withheld | Broker Non-Votes |
| ||
Richard Kang, Ph. D. | 14,626,475 | 173,361 | 45,107 | ||||
Michael Salsbury | 14,599,358 | 199,468 | 46,117 |
Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm
Votes For |
| Votes Against |
| Votes Abstain |
|
14,756,472 | 46,750 | 41,721 |
Proposal 3—Approval (on an advisory basis) of the compensation of the Company’s named executive officers
Votes For |
| Votes Against |
| Votes Abstain |
|
14,731,202 | 71,005 | 42,736 |
Proposal 4—Approval (on an advisory basis) of whether an advisory vote on the compensation of the Company’s named executive officers should occur once every one, two, or three years
One Year |
| Two Years |
| Three Years |
| Votes Abstain |
|
1,090,264 | 43,232 | 13,672,472 | 38,975 |
Proposal 5—Approval of an amendment to the Company’s Certificate of Incorporation to effect a reverse split of the Company outstanding common stock at a ratio in the range of 1-for-5 to 1-for-35 to be determined at the discretion of the Company’s Board of Directors, whereby each outstanding 5 to 35 shares would be combined, converted and changed into 1 share of the Company’s common stock
Votes For |
| Votes Against |
| Votes Abstain |
|
14,696,022 | 118,273 | 30,648 |
Proposal 6—Authorization of one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 5
Votes For |
| Votes Against |
| Votes Abstain |
|
14,635,583 | 166,359 | 43,001 |
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.
NEUROBO PHARMACEUTICALS, INC. | ||
Date: June 10, 2022 | By: | /s/ Ben Gil Price |
Ben Gil Price | ||
President and Chief Executive Officer | ||