DRRX Durect Corp

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of DURECT Corporation (the “Company”), held online via live audio webcast on June 21, 2023, the Company’s stockholders approved an amendment and restatement of the 2000 Employee Stock Purchase Plan (as amended and restated, the "Amended ESPP") to increase the number of shares of the Company’s common stock available for issuance by 40,000 shares and to extend the term so that the Amended ESPP will terminate on the date that is ten years following stockholder approval of the Amended ESPP (i.e., June 21, 2033).

A more complete summary of the material terms of the Amended ESPP is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 27, 2023 (the “Proxy Statement”). The summary in the Proxy Statement and above description of the amendment of the Amended ESPP do not purport to be complete and are qualified in their entirety by the full text of the Amended ESPP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, there were 18,437,983 shares represented to vote either in person or by proxy, or 75.3 % of the outstanding shares, which represented a quorum. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting were as follows:

Proposal 1: Election of Directors

Peter S. Garcia and Judith J. Robertson were elected as Class II directors for a term of three years. The voting for each director was as follows:

Proposal 2: An amendment and restatement of the 2000 Employee Stock Purchase Plan to increase the number of shares of the Company’s common stock available for issuance by 40,000 shares and extend the plan's term for ten years from the date of the 2023 Annual Meeting

The Amended ESPP was approved based upon the following votes:

Proposal 3: Say on Pay – A non-binding, advisory vote on the approval of executive compensation

The compensation of the Company’s named executive officers was approved on a non-binding, advisory basis based upon the following votes:

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Proposal 4: Say on Frequency – A non-binding, advisory vote on the frequency of advisory stockholder votes on executive compensation

The Company’s stockholders indicated their preference on a non-binding, advisory basis that an advisory vote on the compensation of the Company’s named executive officers be held every year based upon the following votes:

Consistent with the recommendation of the stockholders of the Company, the Company has determined that it will hold a vote on the compensation of its named executive officers each year.

Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm for the Company for the Current Fiscal Year

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2023 was ratified based upon the following votes: