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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): May 26, 2022  

 

DERMTECH, INC.

(Exact name of registrant as specified in its charter)  

 

 

 

 

 

 

Delaware

 

001-38118

 

84-2870849

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

11099 N. Torrey Pines Road, Suite 100

La Jolla, CA 92037

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code (858) 450-4222 

 

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 Instruction 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 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, par value $0.0001 per share

DMTK

The Nasdaq Capital 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 a Vote of Security Holders.

DermTech, Inc., or the Company, held its 2022 Annual Meeting of Stockholders, or the Annual Meeting, on May 26, 2022. Of the Company’s 29,940,048 shares of common stock issued and outstanding and eligible to vote as of the record date of March 31, 2022, a quorum of 22,731,434 shares, or approximately 75.9% of the eligible shares, was in attendance or represented by proxy. The following actions were taken at the Annual Meeting:

Proposal 1

The stockholders elected the following nominees as Class I directors of the Company, each to serve until the Company’s 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal. The voting results for the nominees were as follows:

 

Votes For

Votes Withheld

Broker Non-Votes

Cynthia Collins

12,629,409

4,155,955

5,946,070

Matthew Posard

10,344,258

6,441,106

5,946,070

Enrico Picozza’s term as a director expired at the Annual Meeting and the Board of Directors did not nominate a candidate to fill the vacancy in this election cycle. Immediately following the Annual Meeting, the size of the Board of Directors was reduced to six members.

Proposal 2

The stockholders ratified the selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2022. The voting results for the proposal were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

22,516,810

59,913

154,711

Proposal 3

The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The voting results for the proposal were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

16,004,811

404,061

376,492

5,946,070

Proposal 4

The stockholders approved, on a non-binding advisory basis, the frequency of future non-binding advisory votes to approve the compensation of the Company’s named executive officers. The voting results for the proposal were as follows:

Votes for 1 Year

Votes for 2 Years

Votes for 3 Years

Abstentions

Broker Non-Votes

16,407,374

35,321

166,525

176,144

5,946,070

Regarding Proposal 4, the board of directors has elected a frequency of one year.


 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DERMTECH, INC.

 

 

 

 

Date: May 31, 2022

 

 

 

By:

 

/s/ Kevin Sun

 

 

 

 

 

 

Name: Kevin Sun

 

 

 

 

 

 

Title: Chief Financial Officer

 

 

 

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