UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 5, 2025, Hoth Therapeutics, Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”) for the purpose of holding a shareholder vote on Proposals 1, 2, 3, 4 and 5 set forth below. A total of 5,512,739 shares of the Company’s common stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.
At the Annual Meeting, the Company’s shareholders (i) re-elected each of Robb Knie, David Sarnoff, Wayne Linsley, Jeff Pavell and Chris Camarra as members of the Company’s board of directors to serve until the next annual meeting of shareholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death; (ii) ratified the appointment of Withum Smith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (iii) approved an amendment to the Hoth Therapeutics, Inc. Amended and Restated 2022 Omnibus Equity Incentive Plan (as amended, the “2022 Plan”) to increase the number of shares of common stock reserved for issuance thereunder to 3,091,317 shares from 1,091,317 shares (the “Plan Amendment”); (iv) approved, on an advisory basis, a one-year frequency of an advisory vote on named executive officer compensation; and (v) approved, on an advisory basis, the 2024 compensation of the Company’s named executive officer.
The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting, as set forth in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on June 16, 2025, are as follows:
Proposal 1. At the Annual Meeting, the terms of all current members of the Company’s board of directors expired. All of the five nominees for director were elected to serve until the next annual meeting of shareholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the five directors were as follows:
| Directors | For | Against | Abstentions | Broker Non-Votes | ||||||||||||
| Robb Knie | 1,301,594 | 71,506 | 83,324 | 4,056,315 | ||||||||||||
| David Sarnoff | 1,260,190 | 112,027 | 84,207 | 4,056,315 | ||||||||||||
| Wayne Linsley | 1,250,204 | 122,279 | 83,941 | 4,056,315 | ||||||||||||
| Jeff Pavell | 1,261,583 | 110,882 | 83,959 | 4,056,315 | ||||||||||||
| Chris Camarra | 1,261,448 | 111,215 | 83,761 | 4,056,315 | ||||||||||||
Proposal 2. At the Annual Meeting, the shareholders approved the ratification of the appointment of Withum as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The result of the votes to approve Withum was as follows:
| For | Against | Abstain | ||
| 4,559,052 | 247,728 | 705,959 |
Proposal 3. At the Annual Meeting, the shareholders approved an amendment to the 2022 Plan to increase the number of shares of common stock reserved for issuance thereunder to 3,091,317 shares from 1,091,317 shares. The result of the votes to approve the Plan Amendment was as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 912,522 | 538,671 | 5,231 | 4,056,315 |
Proposal 4. At the Annual Meeting, the shareholders approved, on an advisory basis, a one-year frequency of an advisory vote on named executive officer compensation. The result of the votes to approve the frequency of an advisory vote on named executive officer compensation was as follows:
|
1 Year |
2 Years | 3 Years | Abstain | |||
| 969,766 | 48,892 | 409,400 | 28,366 |
Proposal 5. At the Annual Meeting, the shareholders approved, on an advisory basis, the 2024 compensation of the Company’s named executive officer (the “2024 Compensation”). The result of the votes to approve the 2024 Compensation was as follows:
|
For |
Against | Abstain | Broker Non-Votes | |||
| 1,098,368 | 265,965 | 92,091 | 4,056,315 |
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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: August 5, 2025 | Hoth Therapeutics, Inc. |
| /s/ Robb Knie | |
| Robb Knie | |
| Chief Executive Officer |
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