UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 11, 2022, Processa Pharmaceuticals, Inc. (the “Company”) held the Company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company approved an amendment and restatement of the Processa Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan (the “Incentive Plan”) to increase the authorized number of shares under the Incentive Plan by 3,000,000 shares. As amended, the Incentive Plan provides that up to a total of 6,000,000 shares of the Company’s common stock may be issued thereunder. Awards under the Incentive Plan may be granted to the Company’s eligible employees, directors, or consultants, as determined by the administrator of the Incentive Plan.
The Incentive Plan is described in detail in the Company’s proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on May 31, 2022 (the “2022 Proxy Statement”), and the full text of the Incentive Plan appears as Annex A to the 2022 Proxy Statement. The description of the Incentive Plan set forth above does not purport to be complete and is qualified in its entirety by reference to such materials.
Dr. Khalid Islam, who served as a member of the Board of Directors of the Company (the “Board”) since November 2020, retired from the Board Company effective as of the Annual Meeting.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the shareholders of the Company voted on four proposals and cast their votes as follows:
| 1. | All five directors were elected to serve until the next Annual Meeting of Shareholders or until their successors have been duly elected and qualified based on the following votes: |
| Shares | ||||||||||||||||
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Dr. David Young | 8,329,624.5 | 2,096 | - | 3,476,242 | ||||||||||||
| Geraldine Pannu | 8,329,249.5 | 2,471 | - | 3,476,242 | ||||||||||||
| Virgil Thompson | 8,192,699.5 | 139,021 | - | 3,476,242 | ||||||||||||
| Justin Yorke | 8,329,624.5 | 2,096 | - | 3,476,242 | ||||||||||||
| Khoso Baluch | 8,283,018.5 | 48,702 | - | 3,476,242 | ||||||||||||
| 2. | Results of the advisory vote relating to compensation of our named executive officers were as follows: |
| Shares | ||||||||||||||
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 8,005,002.5 | 7,360 | 319,358 | 3,476,242 | |||||||||||
| 3. | The amendment and restatement of the Processa Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan to increase the number of shares available for issuance under the Plan by 3,000,000 shares was approved based on the following votes: |
| Shares | ||||||||||||||
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 6,065,395.5 | 2,164,921 | 101,404 | 3,476,242 | |||||||||||
| 4. | The appointment of BD & Company, Inc. as the independent registered public accounting firm for 2022 was ratified based on the following votes: |
| Shares | ||||||||||||||
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 11,790,752.5 | 525 | 16,685 | - | |||||||||||
| Item 9.01(d) | Financial Statements and Exhibits |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL documents) |
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.
| PROCESSA PHARMACEUTICALS, INC. | ||
| Date: July 14, 2022 | By: | /s/ James Stanker |
| James Stanker | ||
Chief Financial Officer | ||