UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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).
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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 28, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of shares of common stock of the Company, representing at least a majority of the voting power of the common stock of the Company issued and outstanding and entitled to vote as of the close of business on April 29, 2024, the record date for the Meeting, and constituting a quorum for the transaction of business.
At the Annual Meeting, the shareholders of the Company voted on the following four proposals:
| 1. | The election of all six directors 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 | ||||||||||||
| Justin Yorke | 878,203 | - | 96,316 | 568,993 | ||||||||||||
| George Ng | 882,583 | - | 91,936 | 568,993 | ||||||||||||
| Khoso Baluch | 878,995 | - | 95,524 | 568,993 | ||||||||||||
| James Neal | 879,256 | - | 95,263 | 568,993 | ||||||||||||
| Geraldine Pannu | 878,944 | - | 95,575 | 568,993 | ||||||||||||
| Dr, David Young | 896,694 | - | 77,825 | 568,993 | ||||||||||||
| 2. | 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 500,000 shares was approved based on the following votes: |
| Shares | ||||||||||||||
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 779,164 | 176,802 | 18,553 | 568,993 | |||||||||||
| 3. | The appointment of BD & Company, Inc. as the independent registered public accounting firm for 2024 was ratified based on the following votes: |
| Shares | ||||||||||||||
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 1,490,908 | 32,346 | 20,258 | - | |||||||||||
| 4. | The advisory vote relating to compensation of our named executive officers was approved based on the following votes: |
| Shares | ||||||||||||||
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 804,087 | 164,034 | 6,398 | 568,993 | |||||||||||
| 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 1, 2024 | By: | /s/ James Stanker |
| James Stanker | ||
| Chief Financial Officer | ||