UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 1, 2018
SIENNA BIOPHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-38155 | | 27-3364627 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
30699 Russell Ranch Road, Suite 140
Westlake Village, CA 91362
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code:(818) 629-2256
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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 1, 2018, Sienna Biopharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2018. Only stockholders of record as of the close of business on April 10, 2018, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 20,732,399 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:
Proposal 1. The election of two Class I directors to hold office until the 2021 annual meeting of stockholders or until their respective successor is elected and qualified:
| | | | | | | | | | |
Nominee | | Votes For | | | Votes Withheld | | Broker
Non-Votes | |
Frederick C. Beddingfield III, M.D., Ph.D. | | | 14,752,036 | | | 596,962 | | | 2,528,518 | |
Todd Harris, Ph.D. | | | 14,489,764 | | | 859,234 | | | 2,528,518 | |
Proposal 2. The ratification of the selection, by the audit committee of the Company’s board of directors, of Ernst & Young LLP, as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2018:
| | | | |
Votes For | | Votes Against | | Abstentions |
| 17,819,879 | | 288 | | 57,349 |
As a routine proposal under applicable rules, no brokernon-votes were recorded in connection with this proposal.
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.
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| | | | SIENNA BIOPHARMACEUTICALS, INC. |
| | | |
| Date: June 5, 2018 | | | | By: | | /s/ Timothy K. Andrews |
| | | | | | Timothy K. Andrews |
| | | | | | General Counsel and Secretary |
