Business Context and Reporting Period
This Form 8-K reports on the 2023 Annual Meeting of Stockholders held by Spruce Biosciences, Inc. on May 25, 2023. The record date for the meeting was March 27, 2023, with 39,746,116 shares of common stock outstanding and entitled to vote.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
Stockholders voted on two primary proposals:
- Proposal 1: Election of Directors
- Javier Szwarcberg, M.D., MPH: 30,521,567 votes For; 32,730 votes Withheld; 2,942,019 Broker Non-Votes.
- Michael Grey: 30,443,905 votes For; 110,392 votes Withheld; 2,942,019 Broker Non-Votes.
- Camilla V. Simpson, M.Sc.: 29,471,049 votes For; 1,083,248 votes Withheld; 2,942,019 Broker Non-Votes.
- All three candidates were elected as Class III Directors to serve until the 2026 Annual Meeting.
- Proposal 2: Ratification of Independent Registered Public Accounting Firm
- BDO USA, LLP was ratified as the independent auditor for the fiscal year ending December 31, 2023.
- Voting Results: 33,479,638 votes For; 11,138 votes Against; 5,540 Abstentions; 0 Broker Non-Votes.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Verification of the successful election of the three Class III Directors.
- Confirmation of BDO USA, LLP as the independent auditor for the 2023 fiscal year.
- Review of the significant number of Broker Non-Votes (2,942,019) on the director election proposals.
- Confirmation that the company remains an emerging growth company.