Form 8-K





Washington, DC 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): June 4, 2019




(Exact name of registrant as specified in its charter)




Delaware   001-36668   27-3267680

(State or other jurisdiction of

incorporation or organization)



File Number)


(I.R.S. Employer

Identification Number)

275 Middlefield Road, Suite 150

Menlo Park, California

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (650) 421-7200

Not Applicable

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

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


Title of each class





Name of each exchange

on which registered

Common Stock, $0.001 par value    DERM    The Nasdaq Global Select Market

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 June 4, 2019, Dermira, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. Of the 53,667,718 shares of the Company’s common stock outstanding as of the record date of April 12, 2019, 42,992,027 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 80% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:



Election of Class II Directors. The following nominees were re-elected to serve as Class II directors, each to serve a three-year term expiring at the Company’s 2022 annual meeting of stockholders and until his successor has been duly elected and qualified or his earlier resignation or removal, based on the following results of voting:



   Votes For      Votes Withheld      Broker Non-Votes  

Eugene A. Bauer

     24,122,596        15,741,649        3,127,782  

David E. Cohen

     21,603,405        18,260,840        3,127,782  

Fred B. Craves

     24,150,768        15,713,477        3,127,782  



Executive Compensation. On a non-binding advisory basis, compensation paid to the Company’s named executive officers for the year ended December 31, 2018 was approved, based on the following results of voting:


Votes For


Votes Against




Broker Non-Votes


  1,416,993   6,480   3,127,782



Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 was ratified, based on the following results of voting:


Votes For


Votes Against




  968,310   26,541


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.


Dated: June 10, 2019     DERMIRA, INC.

/s/ Andrew L. Guggenhime

    Name:   Andrew L. Guggenhime
    Title:   Chief Financial Officer