UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 30, 2022, NexGel, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, there were 3,183,873 shares of common stock represented in person or by proxy of the 5,572,234 shares of common stock entitled to be cast, constituting a quorum. The Company’s stockholders approved the five 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 July 18, 2022. 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 | Votes Against | Broker Non-Votes | ||||||||||
| Steven Glassman | 1,666,356 | 19,356 | 1,498,161 | |||||||||
| Adam Levy | 1,679,658 | 6,054 | 1,498,161 | |||||||||
| Yaakov Spinrad | 1,646,298 | 39,414 | 1,498,161 | |||||||||
| David Stefansky | 1,659,483 | 26,229 | 1,498,161 | |||||||||
| Nachum Stein | 1,679,175 | 6,537 | 1,498,161 | |||||||||
| Miranda J. Toledano | 1,666,141 | 19,571 | 1,498,161 | |||||||||
| Dr. Jerome Zeldis | 1,622,411 | 63,301 | 1,498,161 | |||||||||
PROPOSAL 2: TO amend the COMPANY’s Restated certificate of incorporation to reduce the total number of authorized shares of common stock from 750,000,000 to 25,000,000. |
| Votes For | Vote Against | Votes Abstaining | Broker Non-Votes | |||||||||||
| 3,137,165 | 46,589 | 119 | - | |||||||||||
PROPOSAL 3: AN ADVISORY VOTE ON EXECUTIVE COMPENSATION AS DISCLOSED IN THE PROSY STATEMENT
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||||||
| 1,625,983 | 59,443 | 286 | 1,498,161 | |||||||||||
PROPOSAL 4: AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
| One Year | Two Years | Three Years | Votes Abstaining | |||||||||||
| 124,876 | 7,434 | 1,526,131 | 27,271 | |||||||||||
PROPOSAL 5: 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, 2022.
| Votes For | Votes Against | Votes Abstaining | ||||||||
| 3,178,267 | 5,479 | 127 | ||||||||
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: | September 6, 2022 | ||
| NEXGEL, INC. | |||
| By: | /s/ Adam Levy | ||
| Adam Levy | |||
| Chief Executive Officer | |||