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): May 19, 2022
COLLEGIUM PHARMACEUTICAL, INC.
(Exact Name of Registrant as Specified in its Charter)
| Virginia | | 001-37372 | | 03-0416362 |
(State or Other Jurisdiction
of Incorporation or Organization) | | (Commission File Number) | | (IRS Employer Identification
No.) |
| 100 Technology Center Drive |
| Suite 300 |
| Stoughton, MA 02072 |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (781) 713-3699
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.001 per share | COLL | The NASDAQ Global Select Market |
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. |
A total of 33,923,148 shares of common stock of Collegium Pharmaceutical, Inc. (the “Company”) were entitled to vote as of March 31, 2022, the record date for the Annual Meeting, of which 31,262,511 were present in person or by proxy at the Annual Meeting. The following is a summary of the final voting results for each matter presented to shareholders.
PROPOSAL 1:
Election of six Directors to hold office until the 2023 Annual Meeting of Shareholders.
| Nominee | | For | | Against | | Abstentions | | Broker Non-Votes |
| Rita Balice-Gordon | | 28,097,111 | | 877,300 | | 42,457 | | 2,245,643 |
| Garen Bohlin | | 28,898,563 | | 75,467 | | 42,838 | | 2,245,643 |
| John Fallon | | 27,308,836 | | 1,407,057 | | 300,975 | | 2,245,643 |
| John Freund | | 28,580,586 | | 393,431 | | 42,851 | | 2,245,643 |
| Neil F. McFarlane | | 28,911,581 | | 61,054 | | 44,233 | | 2,245,643 |
| Gwen Melincoff | | 27,860,871 | | 1,109,531 | | 46,466 | | 2,245,643 |
Each of Rita Balice-Gordon, Garen Bohlin, John Fallon, John Freund, Neil F. McFarlane and Gwen Melincoff was re-elected by the Company’s shareholders as Directors to hold office until the 2023 Annual Meeting of Shareholders.
PROPOSAL 2:
Approval of, on an advisory basis, the compensation of the Company’s named executive officers.
| For | | Against | | Abstentions | | Broker Non-Votes |
| 28,337,587 | | 643,459 | | 35,822 | | 2,245,643 |
On an advisory basis, the Company’s shareholders approved the compensation of the Company’s named executive officers.
PROPOSAL 3:
Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
| For | | Against | | Abstentions | | Broker Non-Votes |
| 31,224,033 | | 21,504 | | 16,974 | | 0 |
Proposal 3 was approved by the Company’s shareholders.
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.
| Dated: May 23, 2022 | Collegium Pharmaceutical, Inc. |
| | | |
| | By: | /s/ Colleen Tupper |
| | | Name: Colleen Tupper |
| | | Title: Executive Vice President and Chief Financial Officer |
