Collegium Pharmaceutical 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 |
On May 15, 2025, Collegium Pharmaceutical, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”), at which the Company’s shareholders approved the Company’s 2025 Equity Incentive Plan (the “Plan”), which provides for the grant of stock-based awards to officers, directors and employees of the Company. A description of the material terms of the Plan is contained in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on March 28, 2025 (the “Proxy Statement”). The description of the Plan is qualified in its entirety by reference to the plan document attached hereto as Exhibit 10.1, which is incorporated by reference into this Item 5.02.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
A total of 32,131,798 shares of common stock of the Company were entitled to vote as of March 25, 2025, the record date for the Annual Meeting, of which 29,094,522 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 eight Directors to hold office until the 2026 Annual Meeting of Shareholders.
| Nominee | For | Against | Abstentions | Broker Non-Votes | ||||
| Rita Balice-Gordon | 24,842,387 | 251,845 | 2,550,989 | 1,449,301 | ||||
| Garen Bohlin | 24,980,953 | 127,522 | 2,536,746 | 1,449,301 | ||||
| John Fallon | 24,314,536 | 793,400 | 2,537,285 | 1,449,301 | ||||
| John Freund | 24,494,346 | 614,373 | 2,536,502 | 1,449,301 | ||||
| Vikram Karnani | 25,001,176 | 107,410 | 2,536,635 | 1,449,301 | ||||
| Nancy Lurker | 25,089,514 | 18,982 | 2,536,725 | 1,449,301 | ||||
| Carlos Paya | 25,074,339 | 21,938 | 2,548,944 | 1,449,301 | ||||
| Gino Santini | 24,829,920 | 278,655 | 2,536,646 | 1,449,301 |
Each of Rita Balice-Gordon, Garen Bohlin, John Fallon, John Freund, Vikram Karnani, Nancy Lurker, Carlos Paya and Gino Santini was elected by the Company’s shareholders as Directors to hold office until the 2026 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 | |||
| 22,867,414 | 2,233,541 | 2,544,266 | 1,449,301 |
On an advisory basis, the Company’s shareholders approved the compensation of the Company’s named executive officers.
PROPOSAL 3:
Approval of, on an advisory basis, the preferred frequency of shareholder advisory votes on the compensation of the Company’s named executive officers.
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
| 26,389,740 | 5,042 | 961,581 | 288,858 | 1,449,301 |
On an advisory basis, the Company’s shareholders indicated a preferred frequency of shareholder advisory votes on the compensation of the Company’s named executive officers of every one year.
PROPOSAL 4:
Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| For | Against | Abstentions | Broker Non-Votes | |||
| 28,706,712 | 141,452 | 246,358 | 0 |
Proposal 4 was approved by the Company’s shareholders.
PROPOSAL 5:
Approval of the Collegium Pharmaceutical, Inc. 2025 Equity Incentive Plan.
| For | Against | Abstentions | Broker Non-Votes | |||
| 20,255,783 | 7,143,482 | 245,956 | 1,449,301 |
The Plan was approved by the Company’s shareholders.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Collegium Pharmaceutical, Inc. 2025 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in 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.
| Dated: May 19, 2025 | Collegium Pharmaceutical, Inc. | |
| By: | /s/ Colleen Tupper | |
| Name: Colleen Tupper | ||
| Title: Executive Vice President and Chief Financial Officer | ||