Biofrontera 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 Arrangement of Certain Officers
As described in Item 5.07 below, on June 12, 2024, the stockholders of Biofrontera Inc. (the “Company”) approved an amendment (the “Amendment”) to the Biofrontera Inc. 2021 Omnibus Incentive Plan (the “Plan”) to increase the number of shares authorized for issuance under the Plan by 3,483,010 shares, from 266,990 shares to 3,750,000 shares. The Amendment previously had been approved, subject to stockholder approval, by the Board of Directors of the Company.
A copy of the Amendment and a description of the Plan is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2024 (“Proxy Statement”) and is incorporated herein by reference. The foregoing description of the Amendment and the Plan is qualified by reference to the amended and restated Plan, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 12, 2024, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, and there was no solicitation in opposition to the Company’s solicitation. Details of the proposals voted on at the Annual Meeting are described in the Proxy Statement. There were present at the Annual Meeting holders of shares representing 2,759,226 votes, constituting a quorum. The following summarizes all matters voted on at the Annual Meeting.
1. Stockholders elected each of John J. Borer III, JD and Prof. Hermann Luebbert, Ph.D. to serve as a Class III director of the Company until the 2027 Annual Meeting of Stockholders and until his successor has been elected and qualified, or until his earlier death, resignation, or removal. The tabulation of votes cast was as follows:
John J. Borer III, JD
| For | Withheld | Broker Non-Votes | ||
| 2,082,224 | 70,224 | 606,778 |
Prof. Hermann Luebbert, Ph.D.
| For | Withheld | Broker Non-Votes | ||
| 2,092,691 | 59,804 | 606,731 |
2. Stockholders approved the Amendment to the Plan to increase the number of shares authorized for issuance by 3,483,010 shares, from 266,990 shares to 3,750,000 shares. The tabulation of votes cast was as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 2,105,881 | 43,161 | 3,556 | 606,698 |
3. Stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The tabulation of votes cast was as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 2,749,654 | 5,670 | 3,902 | 0 |
Item 9.01 Financial Statements and Exhibits.
| 10.1† | Biofrontera Inc. 2021 Omnibus Incentive Plan (as amended and restated on June 12, 2024) |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
†Indicates a management contract or compensatory plan or arrangement.
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.
June 14, 2024 |
Biofrontera Inc. |
| (Date) | (Registrant) |
| /s/ E. Fred Leffler III | |
| E. Fred Leffler III | |
| Chief Financial Officer |