NexGel Inc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of NexGel, Inc. (the “Company”) held on June 17, 2025, the Company’s stockholders approved the Fourth Amendment to the Company’s 2019 Long-Term Incentive Plan, as amended (the “Plan”), to increase the amount of authorized common stock of the Company issuable under the Plan by 780,000 shares, to a total of 1,651,429 shares. A more complete description of the terms of the Plan and the Fourth Amendment can be found in “Proposal No. 2” beginning on page 27 of the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2025 (the “2025 Proxy Statement”), which description is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As noted above, the Company held its Annual Meeting on June 17, 2025. At the Annual Meeting, there were 4,526,880 shares of common stock represented in person or by proxy of the 7,654,037 shares of common stock entitled to be cast, constituting a quorum. The Company’s stockholders voted on the five proposals listed below, which proposals are described in detail in the 2025 Proxy Statement. The final votes on the proposals presented at the Annual Meeting are as follows:
PROPOSAL 1: TO ELECT FIVE (5) 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 | 2,474,498 | 243 | 2,052,139 | |||
| Scott R. Henry | 2,397,106 | 77,635 | 2,052,139 | |||
| Adam Levy | 2,474,484 | 257 | 2,052,139 | |||
| Nachum Stein | 2,397,082 | 77,659 | 2,052,139 | |||
| Dr. Jerome Zeldis | 2,329,233 | 145,508 | 2,052,139 |
As a result, each of Mr. Glassman, Mr. Henry, Mr. Levy, Mr. Stein and Dr. Zeldis was elected for a term expiring at the Company’s 2026 Annual Meeting of Stockholders.
PROPOSAL 2: TO APPROVE THE FOURTH 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 780,000, TO A TOTAL OF 1,651,429 SHARES.
Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||
| 1,668,914 | 346,508 | 459,319 | 2,052,139 |
As a result, the Fourth 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 780,000 shares, to a total of 1,651,429 shares, was approved.
PROPOSAL 3: AN ADVISORY VOTE ON EXECUTIVE COMPENSATION AS DISCLOSED IN THE 2025 PROXY STATEMENT
Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||
| 2,414,960 | 53,738 | 6,043 | 2,052,139 |
As a result, the proposal of the compensation of the named executive officers was approved on an advisory basis.
PROPOSAL 4: AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
One Year | Two Years | Three Years | Votes Abstaining | Broker Non-Votes | ||||||
| 1,129,463 | 294,670 | 1,049,092 | 1,516 | 2,052,159 |
As a result, the proposal to hold future stockholder votes to approve the compensation of our named executive officers every year was approved on an advisory basis. As such, the Company has determined that the Company will hold its advisory executive compensation vote every year until at least the next required stockholder vote on the frequency to approve of executive compensation.
PROPOSAL 5: TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF TURNER, STONE & COMPANY, L.L.P. AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.
Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||
| 4,525,685 | 1,189 | 6 | - |
As a result, the appointment of Turner, Stone & Company, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
|
104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
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 20, 2025 | ||
| NEXGEL, INC. | ||
| By: | /s/ Adam Levy | |
| Adam Levy | ||
| Chief Executive Officer | ||