UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 6, 2023, NexGel, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, there were 3,097,964 shares of common stock represented in person or by proxy of the 5,611,282 shares of common stock entitled to be cast, constituting a quorum. The Company’s stockholders approved the three proposals listed below, which proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 27, 2023. The final votes on the proposals presented at the Annual Meeting are as follows:
PROPOSAL 1: TO ELECT SEVEN (7) DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED.
| Votes For | Withheld | Broker Non-Votes | |||
| Steven Glassman | 1,339,299 |
11,857 |
1,746,808 | ||
| Scott R. Henry |
1,339,328 |
11,828 |
1,746,808 | ||
| Adam Levy |
1,339,895 |
11,261 |
1,746,808 | ||
| David Stefansky |
1,339,795 |
11,361 |
1,746,808 | ||
| Nachum Stein |
1,339,291 |
11,865 |
1,746,808 | ||
|
Miranda J. Toledano |
1,338,244 | 12,912 | 1,746,808 | ||
|
Dr. Jerome Zeldis |
1,301,886 | 49,270 | 1,746,808 |
PROPOSAL 2: TO APPROVE THE THIRD AMENDMENT TO THE NEXGEL, INC. 2019 LONG-TERM INCENTIVE PLAN TO INCREASE THE TOTAL NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER SUCH PLAN BY 300,000, TO A TOTAL OF 871,429 SHARES.
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | ||||
|
705,557 |
196,085 |
449,514 |
1,746,808 |
PROPOSAL 3: TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF CHERRY TURNER, STONE & COMPANY, L.L.P. AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.
|
Votes For
|
Votes Against
|
Votes Abstaining
| |||
|
3,088,731 |
9,153 |
80 |
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.
| Date: June 9, 2023 | ||
| NEXGEL, INC. | ||
| By: | /s/ Adam Levy | |
| Adam Levy | ||
| Chief Executive Officer | ||