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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): June 2, 2022

Aclaris Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37581

46-0571712

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

640 Lee Road, Suite 200

Wayne, PA 19087

(Address of principal executive offices, including zip code)

(484) 324-7933

(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:

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, $0.00001 par value

 

ACRS

 

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 2, 2022, Aclaris Therapeutics, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). The stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2022 (the “Proxy Statement”).  Of the 61,741,724 shares outstanding as of the record date, 56,783,174 shares, or 91.96%, were present or represented by proxy at the Annual Meeting.  Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.  

 

Proposal No. 1:  Election of three nominees to serve as directors on the Board of Directors until the 2025 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:

 

Name

    

Votes For

Votes Withheld

Broker Non-Votes

Neal Walker

 

39,854,536

10,931,656

5,996,982

William Humphries

 

33,577,005

17,209,187

5,996,982

Andrew Schiff, M.D.

 

39,724,979

11,061,213

5,996,982

All nominees were elected.

 

Proposal No. 2:  Advisory approval of the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The votes were cast as follows:

Votes For

Votes Against

Abstained

Broker Non-Votes

49,767,261

1,004,918

14,013

5,996,982

Proposal No. 3:  Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes were cast as follows:

 

Votes For

Votes Against

Abstained

56,771,419

2,484

9,271

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.

  

ACLARIS THERAPEUTICS, INC.

By:  

/s/ Frank Ruffo

Date: June 3, 2022

Frank Ruffo
Chief Financial Officer

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