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): May 24, 2017 (May 23, 2017)

 

 

GEMPHIRE THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

 

 

 

17199 N. Laurel Park Drive, Suite 401

Livonia, Michigan 48152

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (248) 681-9815

 

 

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:

 

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 x

 

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. x

 

 

 

Item 5.07                   Submission of Matters to a Vote of Security Holders

 

At the annual meeting of stockholders of Gemphire Therapeutics Inc. (the “Company”) on May 23, 2017, stockholders elected two Class I directors to the Company’s Board of Directors (the “Board”), each to serve three-year terms until the 2020 annual meeting of stockholders, and ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

 

For Proposal 1, the two nominees receiving the most votes cast were elected as directors. Proposal 2 required the affirmative vote of the holders of a majority of shares entitled to vote and present at the meeting. The Proposals are described in detail in the Company’s definitive proxy statement filed on April 6, 2017 with the Securities and Exchange Commission.

 

The results of the voting are shown below.

 

Proposal 1—Election of Directors

 

Class I Nominees		Votes For		Votes Withheld		Broker Non- Votes
Dr. Charles Bisgaier		5,393,133		215,726		1,662,511
Kenneth Kousky		5,393,133		215,726		1,662,511

 

Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm

 

Votes For		Votes Against		Votes Abstain
7,187,297		52,394		31,679

 

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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.

 

 

	GEMPHIRE THERAPEUTICS INC.
Dated: May 24, 2017
	By:	/s/ Jeffrey S. Mathiesen
		Jeffrey S. Mathiesen
		Chief Financial Officer

 

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