Form 8-K Verrica Pharmaceuticals For: Jun 05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described in Item 5.07 below, on June 5, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Verrica Pharmaceuticals Inc. (the “Company”), the Company’s stockholders approved the Verrica Pharmaceuticals, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Plan”). The Plan was previously approved, subject to stockholder approval, by the Board of Directors (the “Board”) of the Company. The Plan became effective immediately upon stockholder approval at the Annual Meeting.
A summary of the material terms of the Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 20, 2026 (the “Proxy Statement”) as Proposal 4, beginning on page 21, and is incorporated herein by reference. That summary and the foregoing description are qualified in their entirety by reference to the text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the stockholders considered four proposals, each of which is described in more detail in the Company’s Proxy Statement. Of the 17,178,786 shares outstanding as of the record date, 14,069,331 shares, or 81.89%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal No. 1: Election of two nominees to serve as directors until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
| Name |
Votes For | Votes Withheld | ||||||
| Paul B. Manning |
11,543,142 | 70,060 | ||||||
| Lawrence Eichenfield |
11,523,540 | 89,662 | ||||||
Broker Non-Votes: 2,456,129.
All nominees were elected.
Proposal No. 2: Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Advisory approval of named executive officer compensation |
11,564,256 | 34,355 | 14,591 | |||||||||
Broker Non-Votes: 2,456,129.
Proposal No. 3: Ratification of the selection of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Ratification of selection of KPMG LLP |
14,058,234 | 8,055 | 3,042 | |||||||||
Proposal No. 4: Approval of the Company’s Amended and Restated 2018 Equity Incentive Plan in the form attached as Appendix A to the Proxy Statement. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Approval of the Company’s Amended and Restated 2018 Equity Incentive Plan |
11,142,881 | 433,852 | 36,469 | |||||||||
Broker Non-Votes: 2,456,129
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Exhibit Description | |
| 10.1 | Amended and Restated 2018 Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File (formatted as 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.
| Verrica Pharmaceuticals Inc. | ||||||
| Date: June 9, 2026 | /s/ John J. Kirby | |||||
| John J. Kirby | ||||||
| Interim Chief Financial Officer | ||||||
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION LABEL LINKBASE