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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On July 30, 2026, Processa Pharmaceuticals, Inc. (the "Company") held its 2026 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, shareholders of the Company approved an amendment to Processa Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan ("Incentive Plan") to increase the number of shares available for issuance under the plan by 200,000 shares. A more detailed description of the Incentive Plan was set forth in the Company's definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on June 18, 2026 (the "Proxy Statement") under the heading "Proposal No. 2: Approval of Amendment and Restatement of the Processa Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan." The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the Incentive Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Present at the Annual Meeting in person or by proxy were holders of shares of common stock of the Company, representing at least one-third (1/3) of the voting power of the common stock of the Company issued and outstanding and entitled to vote as of the close of business on June 1, 2026, the record date for the Meeting, and constituting a quorum for the transaction of business.
At the Annual Meeting, the shareholders of the Company voted on the following four proposals:
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1.
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The election of all six directors to serve until the next Annual Meeting of Shareholders or until their successors have been duly elected and qualified based on the following votes:
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Shares
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Name
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For
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Against
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Abstain
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Broker Non-Votes
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Justin Yorke
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710,505
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-
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25,030
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825,288
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George Ng
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702,195
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-
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33,340
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825,288
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Khoso Baluch
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696,796
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-
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38,739
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825,288
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James Neal
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709,887
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-
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25,648
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825,288
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Geraldine Pannu
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705,652
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-
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29,883
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825,288
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Dr, David Young
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698,511
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-
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37,024
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825,288
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2.
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The amendment and restatement of the Processa Pharmaceuticals, Inc. 2019 Omnibus Incentive Plan to increase the number of shares available for issuance under the plan by 200,000 shares (the "OIP Proposal") was approved based on the following votes:
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Shares
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For
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Against
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Abstain
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Broker Non-Vote
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579,877
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152,958
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2,700
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825,288
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3.
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The appointment of Cherry Bekaert, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified based on the following votes:
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Shares
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For
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Against
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Abstain
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Broker Non-Vote
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1,541,664
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12,770
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6,389
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-
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4.
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The advisory vote relating to compensation of our named executive officers was approved based on the following votes:
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Shares
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For
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Against
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Abstain
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Broker Non-Vote
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640,726
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89,886
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4,923
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825,288
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