Current Report Filing (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): May 13, 2021

PSYCHEMEDICS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-13738	58-1701987
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)	Identification No.)

289 Great Road, Acton, Massachusetts		01720
(Address of Principal Executive Offices)		(Zip Code)

(978) 206-8220

(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 (see General Instructions A.2. below):

☐		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 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class	Trading Symbol(s)	Name of each exchange on which registered
Common stock. $0.005 par value	PMD	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 5.02(e)

COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

At the 2021 Annual Meeting of Stockholders of Psychemedics Corporation (the “Company”) held on May 13, 2021, the stockholders of the Company approved the amendment and restatement of the Psychemedics Corporation 2006 Incentive Plan (the “2006 Incentive Plan”). The terms and conditions of the 2006 Incentive Plan and awards contemplated thereunder are described in Company’s definitive proxy statement on Form DEF 14A, filed with the U.S. Securities and Exchange Commission on April 6, 2021 (the “Proxy Statement”), which description is incorporated by reference herein. The 2006 Incentive Plan is filed as Exhibit 10.1 attached hereto and incorporated by reference herein.

ITEM 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 13, 2021, the Company held its Annual Meeting of Stockholders. The final results for each of the matters submitted to a vote of stockholders at the meeting are set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement.

Proposal No. 1. Election of Directors. The stockholders elected five directors to serve until the Company’s 2022 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, by the votes set forth in the table below:

Nominees	For	Withheld	Broker Non-Votes
Raymond C. Kubacki	2,534,197	119,945	1,621,939
Harry Connick	2,205,030	439,112	1,621,939
Walter S. Tomenson, Jr.	2,200,761	443,381	1,621,939
Fred J. Weinert	2,225,808	418,334	1,621,939
Robyn C. Davis	2,514,342	129,800	1,621,939

Proposal No. 2. Advisory Vote on Executive Compensation. The stockholders approved a non-binding advisory resolution to approve executive compensation, as described in the Proxy Statement, by the votes set forth in the table below:

For		Against		Abstain		Broker Non-Votes
2,431,185		181,324		31,633		1,621,939

Proposal No. 3. Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021, by the votes set forth in the table below:

For		Against		Abstain		Broker Non-Votes
4,214,646		29,692		21,743		0

Proposal No. 4. Ratification of Amendment and Restatement of the Company’s 2006 Incentive Plan. The stockholders ratified the amendment and restatement of the Company’s 2006 Incentive Plan, by the votes set forth in the table below:

For		Against		Abstain		Broker Non-Votes
1,476,565		1,075,075		92,502		1,621,939

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

The following exhibits are filed herewith:

10.1 Amended and Restated 2006 Incentive Plan

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.