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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): August 12, 2022

 

PSYCHEMEDICS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware 1-13738 58-1701987
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

 

289 Great Road, Acton, Massachusetts 01720
(Address of Principal Executive Offices) (Zip Code)

 

(978) 206-8220

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(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 Instructions 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 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Class Trading Symbol(s) Name of each exchange on which registered
Common stock. $0.005 par value PMD The NASDAQ Stock Market, LLC.

 

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 August 12, 2022, the Company held its Annual Meeting of Stockholders. The final results for each of the matters submitted to a vote of stockholders at the meeting are set forth below. A more detailed description of each proposal is set forth in the Company’s definitive proxy statement on Form DEF 14A, filed with the U.S. Securities and Exchange Commission on July 6, 2022 (the “Proxy Statement”).

 

Proposal No. 1. Election of Directors. The stockholders elected six directors to serve until the Company’s 2023 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, by the votes set forth in the table below:

 

Nominees   For   Withheld   Broker
Non-Votes
Robyn C. Davis   3,299,451   57,970   1,178,997
Peter H. Kamin   3,314,652   42,769   1,178,997
Raymond C. Kubacki   2,974,378   383,043   1,178,997
Darius G. Nevin   3,333,632   23,789   1,178,997
Andrew M. Reynolds   3,179,137   178,284   1,178,997
Fred J. Weinert   2,889,911   467,510   1,178,997

 

Proposal No. 2. Advisory Vote on Executive Compensation. The stockholders approved a non-binding advisory resolution to approve executive compensation, as described in the Proxy Statement, by the votes set forth in the table below:

 

For   Against   Abstain   Broker
Non-Votes
3,014,088   294,829   48,504   1,178,997

 

 

Proposal No. 3. Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022, by the votes set forth in the table below:

 

For   Against   Abstain   Broker
Non-Votes
4,461,257   36,257   38,904   0

 

 

 

 
 

SIGNATURE

 

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.

 

  PSYCHEMEDICS CORPORATION
Dated: August 17, 2022    
     
     
  By: /s/ Raymond C. Kubacki 
    Raymond C. Kubacki,
    President and Chief Executive Officer