Business Context and Reporting Period
This Form 8-K reports on the 2022 Annual Meeting of Stockholders held by Spruce Biosciences, Inc. on May 25, 2022. The record date for the meeting was March 28, 2022, with 23,492,873 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
Proposal 1: Election of Directors
Stockholders elected three Class II Directors to serve until the 2025 Annual Meeting. The voting results were as follows:
| Director | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Dina Chaya, Ph.D., C.F.A | 18,896,860 | 306,323 | 1,988,364 |
| Bali Muralidhar, M.D., Ph.D. | 18,970,514 | 232,669 | 1,988,364 |
| Daniel Spiegelman | 18,963,732 | 239,451 | 1,988,364 |
Proposal 2: Ratification of Independent Auditor
Stockholders ratified the selection of BDO USA, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022. The voting results were as follows:
| Category | Count |
|---|---|
| Votes For | 21,154,128 |
| Votes Against | 37,092 |
| Abstentions | 327 |
| Broker Non-Votes | 0 |
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
- Confirmation that BDO USA, LLP is the appointed auditor for the fiscal year ending December 31, 2022.
- Verification of the new Board of Directors composition, specifically the Class II Directors elected for a term ending in 2025.
- Review of the significant number of broker non-votes (1,988,364) regarding the director elections, which may indicate passive institutional holdings.