UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 12, 2018
Dermira, Inc.
(Exact Name of the Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-36668 | 27-3267680 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 275 Middlefield Road, Suite 150 Menlo Park, California |
94025 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(650) 421-7200
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
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 (see General Instruction A.2. below):
| ☐ | 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)) |
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 12, 2018, Dermira, Inc. (the “Company”) held its 2018 annual meeting of stockholders (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. Of the 41,847,981 shares of the Company’s common stock outstanding as of the record date of April 16, 2018, 34,198,567 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 82% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:
| 1. | Election of Class I Directors. The following nominees were re-elected to serve as Class I directors, each to serve a three-year term expiring at the Company’s 2021 annual meeting of stockholders and until his or her successor has been duly elected and qualified or his or her earlier resignation or removal, based on the following results of voting: |
| Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Matthew K. Fust |
26,052,059 | 4,414,819 | 3,731,689 | |||
| William R. Ringo |
25,315,645 | 5,151,233 | 3,731,689 | |||
| Kathleen Sebelius |
25,922,693 | 4,544,185 | 3,731,689 |
| 2. | Executive Compensation. On a non-binding advisory basis, compensation paid to the Company’s named executive officers for the year ended December 31, 2017 was approved, based on the following results of voting: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 29,810,215 |
443,210 | 213,453 | 3,731,689 |
| 3. | Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018 was ratified, based on the following results of voting: |
| Votes For |
Votes Against |
Abstentions | ||
| 33,929,282 |
246,537 | 22,748 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 18, 2018 |
DERMIRA, INC. | |||
| By: |
/s/ Thomas G. Wiggans | |||
| Name: |
Thomas G. Wiggans | |||
| Title: |
Chief Executive Officer | |||