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
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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 Securities Exchange Act of 1934:
| Title of each class |
Trading symbol |
Name of each exchange on which registered | ||
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 5, 2025, Verrica Pharmaceuticals Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). The stockholders considered four 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 22, 2025 (the “Proxy Statement”). Of the 92,490,993 shares outstanding as of the record date, 83,426,756 shares, or 90%, 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 until the 2028 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
| Name |
Votes For | Votes Withheld | ||||||
| Sean Stalfort |
60,322,237 | 3,509,578 | ||||||
| Diem Nguyen |
58,848,526 | 4,983,289 | ||||||
| Gavin Corcoran |
62,983,178 | 848,637 | ||||||
Broker Non-Votes: 19,594,941.
All nominees were elected.
Proposal No. 2: Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Advisory approval of named executive officer compensation |
62,418,833 | 1,324,393 | 88,589 | |||||||||
Broker Non-Votes: 19,594,941.
Proposal No. 3: Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Ratification of appointment of KPMG LLP |
81,857,824 | 1,531,751 | 37,181 | |||||||||
Proposal No. 4: Approval of a series of alternate amendments to the Company’s Amended and Restated Certificate of Incorporation to effect, at the option of the Board of Directors, a reverse stock split of the Company’s common stock at a reverse stock split ratio ranging from 1-for-10 to 1-for-30, inclusive, with the effectiveness of one of such amendments and the abandonment of the other amendments, or the abandonment of all amendments, to be determined by the Board of Directors, in its sole discretion, prior to the date of the 2026 Annual Meeting of Stockholders. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Approval of series of alternate amendments to the Company’s Amended and Restated Certificate of Incorporation |
80,455,548 | 2,786,227 | 184,981 | |||||||||
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.
| Verrica Pharmaceuticals Inc. | ||||||
| Date: June 5, 2025 | /s/ John J. Kirby | |||||
| John J. Kirby | ||||||
| Interim Chief Financial Officer | ||||||