06/26/2026 | Press release | Distributed by Public on 06/26/2026 04:03
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 24, 2026, Journey Medical Corporation (the "Company") held its 2026 Annual Meeting at 11:00 a.m. Eastern Time by means of an online virtual meeting platform. Stockholders representing 16,145,526 shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Company and 6,000,000 shares of the Company's Class A Common Stock of the Company, par value $0.0001 per share, or together 81% of the 27,346,466 shares entitled to vote, were represented in person or by proxy, constituting a quorum.
At the 2026 Annual Meeting, the following two proposals were approved: (i) the election of six directors to hold office until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified; and (ii) the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026. The two proposals are described in detail in the Company's definitive proxy statement on Schedule 14A for the 2026 Annual Meeting filed with the SEC on April 30, 2026.
As of the April 28, 2026 record date for the determination of the stockholders entitled to notice of, and to vote at, the 2026 Annual Meeting, 21,346,466 shares of the Company's Common Stock were outstanding and eligible to vote with an aggregate of 21,346,466 votes, and 6,000,000 shares of the Company's Class A Common Stock, each such share of Class A Common Stock entitled to 3.91 votes per share, were outstanding and eligible to vote with an aggregate of 23,481,091 votes, as determined in accordance with Article IV, Section 3.2 of the Company's Third Amended and Restated Certificate of Incorporation.
Proposal 1
The votes with respect to the election of six directors to hold office until the 2027 annual meeting of stockholders were as follows:
| Director | Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Lindsay A. Rosenwald, M.D. | 32,559,583 | 551,063 | 6,515,971 | |||
| Claude Maraoui | 32,972,638 | 138,008 | 6,515,971 | |||
| Neil Herskowitz | 31,728,709 | 1,381,937 | 6,515,971 | |||
| Justin Smith | 32,873,028 | 237,618 | 6,515,971 | |||
| Miranda Toledano | 32,513,215 | 597,431 | 6,515,971 | |||
| Michael Pearce | 32,972,865 | 137,781 | 6,515,971 |
Proposal 2
The vote with respect to the ratification of KPMG LLP as the Company's independent registered accounting firm for the year ending December 31, 2026 was as follows:
| Total Votes For | Total Votes Against | Abstentions | ||
| 39,374,407 | 50,168 | 202,042 |