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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): August 3, 2021

 

 

 

ZYNERBA PHARMACEUTICALS, INC.

(Exact Name of Issuer as Specified in Charter)

 

 

 

Delaware   001-37526   26-0389433
(State or Other Jurisdiction of
Incorporation or Organization)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

80 W. Lancaster Avenue, Suite 300

Devon, PA 19333

(Address of Principal Executive Offices)

 

(484) 581-7505

(Registrant’s Telephone Number, Including Area Code)

 

 

 

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, $0.001 par value per share   ZYNE   The Nasdaq Global Market

 

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 Vote of Security Holders

 

On August 3, 2021, Zynerba Pharmaceuticals, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting.

 

(a) Proposal 1 — Election of Seven Directors. Each director nominee was elected to the Board of Directors to serve as a director until the 2022 Annual Meeting of the Stockholders or until his or her respective successor is elected and qualified, as follows:

 

Name   For     Withheld     Broker Non-
Votes
 
Armando Anido     13,090,970       1,011,109       6,499,182  
John P. Butler     11,391,303       2,710,776       6,499,182  
Warren D. Cooper, MB, BS, BSc, MFPM     11,610,985       2,491,094       6,499,182  
William J. Federici     13,392,775       709,304       6,499,182  
Daniel L. Kisner, MD     13,167,036       935,043       6,499,182  
Kenneth I. Moch     13,185,638       916,441       6,499,182  
Pamela Stephenson     11,917,785       2,184,294       6,499,182  

 

(b) Proposal 2 — Ratification of Independent Registered Public Accountants. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year was ratified, as follows:

 

Votes For     Votes Against     Abstentions     Broker Non-Votes  
  19,999,973       205,984       368,303       27,001  

 

(c) Proposal 3 — Approval and Adoption of Amendment to Sixth Amended and Restated Certificate of Incorporation. The amendment to the Company’s Sixth Amended and Restated Certificate of Incorporation to make the federal district courts of the United States of America the exclusive forum for certain legal actions was not approved. The voting results were as follows:

 

Votes For     Votes Against     Abstentions     Broker Non-Votes  
  12,637,892       1,220,787       270,398       6,472,184  

 

 

 

(d) Proposal 4 — Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers. The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executed officers, as follows:

 

Votes For     Votes Against     Abstentions     Broker Non-Votes  
  12,241,201       1,326,949       533,928       6,499,183  

 

 

(c) Proposal 5 — Indicate, on a Non-Binding Advisory Basis, the Frequency of the Advisory Vote on Executive Compensation. The Company’s stockholders indicated, on a non-binding advisory basis, the preferred frequency of the advisory vote on the compensation of the Company’s named executed officers, as follows:

 

Votes For 1 Year     Votes For 2 Years     Votes For 3 Years     Abstentions     Broker Non-Votes  
  13,086,475       379,413       290,597       345,593       6,499,183  

  

Disclosure Regarding Frequency of Stockholder Advisory Vote on Executive Compensation

 

A majority of the votes cast by stockholders voted, on an advisory basis, to hold an advisory vote to approve executive compensation every year. In line with this recommendation by our stockholders, the Board of Directors of the Company will include an advisory stockholder vote on executive compensation in its proxy materials every year until the next advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than our Annual Meeting of Stockholders in 2027.

 

 

 

SIGNATURE

 

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: August 5, 2021

 

  ZYNERBA PHARMACEUTICALS, INC.
   
  By: /s/ Suzanne Hanlon                 
    Name: Suzanne Hanlon
    Title: Secretary, Vice President and General Counsel

 

 

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