Dare Bioscience Inc.

06/12/2026 | Press release | Distributed by Public on 06/12/2026 14:01

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported in Item 5.07 below, at the 2026 annual meeting of stockholders of Daré Bioscience, Inc. ("Daré," "we," "us," or "our") (the "Meeting"), our stockholders approved an amendment to the Daré Bioscience, Inc. 2022 Stock Incentive Plan (the "2022 Plan Amendment") to increase the number of shares available for issuance thereunder by 1,500,000. Our board of directors previously approved the 2022 Plan Amendment, subject to and effective upon approval of the 2022 Plan Amendment by our stockholders. A brief description of the terms and conditions of the 2022 Plan Amendment is in the section entitled "Proposal 6 - To Approve an Amendment to the Company's 2022 Stock Incentive Plan" of the definitive proxy statement for the Meeting filed with the U.S. Securities and Exchange Commission on April 28, 2026 (the "Proxy Statement"), which description is incorporated herein by reference. A copy of the 2022 Plan Amendment is filed as an exhibit to this report and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Meeting was held on June 11, 2026 and the following proposals were voted upon by our stockholders. The proposals are described in detail in the Proxy Statement. Below is a brief description of, and the final results of the votes for, each proposal.
Proposal 1: Each of the director nominees identified in the table below was elected as a Class III director to hold office until our 2029 annual meeting of stockholders, and until their respective successor is duly elected and qualified, by the votes set forth below.
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Gregory W. Matz, CPA
3,752,211 403,510 3,822,158
Sabrina Martucci Johnson
3,848,085 307,636 3,822,158
Proposal 2: Our stockholders ratified the appointment of Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 by the votes set forth below.
Votes For
Votes Against
Abstentions
Broker Non-Votes
7,754,883 131,829 91,167
-
Proposal 3: Our stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement by the votes set forth below.
Votes For
Votes Against
Abstentions
Broker Non-Votes
3,625,596 458,662 71,463 3,822,158
Proposal 4: Our stockholders voted as follows with respect to the preferred frequency of holding an advisory vote on the compensation of our named executive officers.
Every year
Every two years
Every three years
Abstentions
Broker Non-Votes
3,684,058 64,201 224,385 183,077 3,822,158
In light of the voting results, our board of directors has determined to hold an advisory vote on executive compensation every year until the next required say-on-frequency vote.
Proposal 5: Our stockholders approved, in accordance with Nasdaq rules, the potential future issuance of shares of our common stock under our existing equity line with Lincoln Park Capital Fund, LLC by the votes set forth below.
Votes For
Votes Against
Abstentions
Broker Non-Votes
3,771,709 325,568 58,444 3,822,158
Proposal 6: Our stockholders approved the 2022 Plan Amendment by the votes set forth below.
Votes For
Votes Against
Abstentions
Broker Non-Votes
3,497,228 609,746 48,747 3,822,158
Proposal 7: Our stockholders approved the adjournment of the Meeting, if necessary or advisable, to solicit additional proxies in favor of Proposal 5 if there were not sufficient votes to approve Proposal 5 by the votes set forth below. Because Proposal 5 was approved, the adjournment authorized by Proposal 7 was not necessary.
Votes For
Votes Against
Abstentions
Broker Non-Votes
3,650,815 448,085 56,821 3,822,158
Proposal 8: Our stockholders approved the adjournment of the Meeting, if necessary or advisable, to solicit additional proxies in favor of Proposal 6 if there were not sufficient votes to approve Proposal 6 by the votes set forth below. Because Proposal 6 was approved, the adjournment authorized by Proposal 8 was not necessary.
Votes For
Votes Against
Abstentions
Broker Non-Votes
3,531,653 570,999 53,069 3,822,158
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