TherapeuticsMD Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 15, 2025, TherapeuticsMD, Inc., a Nevada corporation (the “Company”), held its 2025 Annual Meeting (the “Annual Meeting”). At the close of business on October 20, 2025, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 11,574,362 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting. The holders of 6,842,247 shares of Common Stock were represented virtually or by proxy at the Annual Meeting, constituting a quorum. At the Annual Meeting, the stockholders of the Company considered and voted on proposals to: (1) elect four directors to serve until the Company’s next annual meeting of stockholders or until their successors are duly elected and qualified; (2) approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2024; (3) to provide a non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers; (4) ratify the appointment of Berkowitz Pollack Brant Advisors + CPAs, LLP, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending December 31, 2025; and (5) to approve an amendment to our Amended and Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock, $0.001 par value per share, to 640,000,000 shares.
Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. For more information on the following proposals, see the Company’s Definitive Proxy Statement on Schedule 14A, filed with the United States Securities and Exchange Commission on November 3, 2025.
Proposal 1: All of the four nominees for the Company’s Board of Directors were elected to serve until the Company’s next annual meeting of stockholders or until their successors are duly elected and qualified, by the votes set forth in the table below:
| Broker | ||||||||||||
| Nominee | For | Withheld | Non-Votes | |||||||||
| Tommy G. Thompson | 5,210,964 | 41,488 | 1,589,795 | |||||||||
| Cooper C. Collins | 5,175,205 | 77,247 | 1,589,795 | |||||||||
| Gail K. Naughton, Ph.D. | 5,223,784 | 28,668 | 1,589,795 | |||||||||
| Justin Roberts | 5,138,982 | 113,470 | 1,589,795 | |||||||||
Proposal 2: The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2024, by the votes set forth in the table below:
| For | Against | Abstain | Broker
Non- Votes | |||
| 5,162,545 | 81,614 | 8,293 | 1,589,795 |
Proposal 3: The Company’s stockholders approved a 1-year voting frequency, on a non-binding advisory basis, the frequency of future non-binding advisory vote on the compensation of our named executive officers, by the votes set forth in the table below:
| Frequency | Votes Submitted | Broker Non- Votes | ||||||
| 1-Year | 5,184,870 | 1,589,795 | ||||||
| 2-Year | 30,885 | — | ||||||
| 3-Year | 15,369 | — | ||||||
| Withhold/Abstain | 21,328 | — | ||||||
In addition, based upon these results, the Company's Board of Directors has determined to hold the non-binding advisory vote on the compensation of the Company's named executive officers every year, until the next required vote on the frequency of future non-binding advisory votes on the compensation of the Company's named executive officers.
Proposal 4: The Company’s stockholders ratified the appointment of Berkowitz Pollack Brant Advisors + CPAs, LLP, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending December 31, 2025, by the votes set forth in the table below:
| For | Against | Abstain | Broker
Non- Votes | |||
| 6,768,667 | 42,200 | 31,380 | 0 |
Proposal 5: The Company’s stockholders approved an amendment to our Amended and Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock, $0.001 par value per share, to 640,000,000 shares, by the votes set forth in the table below:
| For | Against | Abstain | Broker
Non- Votes | |||
| 6,265,554 | 548,884 | 27,809 | 0 |
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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.
| Date: December 16, 2025 | THERAPEUTICSMD, INC. |
| /s/ Marlan Walker | |
| Marlan Walker | |
| Chief Executive Officer |
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