Novan, Inc. (NASDAQ:NOVN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
-
0

Novan, Inc. (NASDAQ:NOVN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers

On June 5, 2017, the stockholders of Novan, Inc. (the
Company) approved an amendment to the Companys 2016
Incentive Award Plan (the Plan). The Plan was amended to
increase the number of shares that may be issued under the
Plan by 1,200,000 shares.

The terms of the Plan are set forth under the caption
Proposal No. 2Approval of Amendment to the Novan, Inc. 2016
Incentive Award Plan in the Companys definitive proxy
statement for the Companys 2017 Annual Meeting of
Stockholders (the Annual Meeting) filed with the Securities
and Exchange Commission (the SEC) on April 17, 2017 (the
Proxy Statement).

As previously announced, effective June 4, 2017, G. Kelly
Martin, a director of the Company, is serving as Chief
Executive Officer of the Company on an interim basis. Mr.
Martin is not receiving any additional compensation for his
service in this role and will continue to be compensated to
the Companys non-employee director compensation policy.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 5, 2017, the Company held the Annual Meeting. Set forth
below is a brief description of each matter considered and voted
upon at the Annual Meeting, together with the final tally of the
number of votes cast for, against or withheld, as well as the
number of abstentions and broker non-votes. A more complete
description of each matter is set forth in the Proxy Statement.

Proposal 1:Election of Directors

The stockholders elected each of the Class I directors who were
nominated to serve until the 2020 Annual Meeting of Stockholders
and until such directors successor is elected and qualified, or
until his earlier death, resignation or removal. The results of
stockholders votes on this matter were as follows:

Nominee

For

Withheld

Broker Non-Votes

Nathan Stasko, Ph.D.

6,283,179

365,237

4,967,210

John Palmour, Ph.D.

6,090,952

557,464

4,967,210

Proposal 2:Approval of an Amendment to the Novan, Inc. 2016
Incentive Award Plan

The Amendment to the Novan, Inc. 2016 Incentive Award Plan to
increase the aggregate number of shares that may be issued under
the 2016 Plan by 1,200,000 shares was approved. The results of
stockholders votes on this matter were as follows:

For

Against

Abstain

Broker Non-Votes

5,910,899

668,484

69,033

4,967,210

Proposal 3:Ratification of Selection of Independent Registered
Public Accounting Firm

The proposal to ratify the appointment of PricewaterhouseCoopers
LLP as the Companys independent registered public accounting firm
for the fiscal year ending December 31, 2017 was approved. The
results of stockholders votes on this matter were as follows:

For

Against

Abstain

11,447,295

76,186

92,145


About Novan, Inc. (NASDAQ:NOVN)

Novan, Inc. is a late-stage pharmaceutical company. The Company is engaged in the development and commercialization of therapies using its nitric oxide platform. The Company develops product candidates using its Nitricil technology, which enables the Company to engineer tunable new chemical entities (NCEs). The Company’s formulation science enables it to further tune the release of nitric oxide when applied to the skin by using the combinations of inactive ingredients. It is developing SB204 for the treatment of acne vulgaris in Phase III. The Company is developing its product candidate, SB206, for the treatment of external genital and perianal warts in Phase II. It is developing SB208, an investigational topical anti-fungal for the treatment of fungal infections of the skin and nails. It is developing SB204 for the treatment of inflammatory skin diseases. Its pipeline also includes SB414, a topical cream product candidate.