UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of scPharmaceuticals Inc. (the “Company”) was held on June 14, 2022. Proxies were solicited pursuant to the Company’s proxy statement filed on April 28, 2022 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. The number of shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), entitled to vote at the Annual Meeting was 27,371,488. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 17,638,071, representing 64.44% of the total number of shares of Common Stock entitled to vote at the Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the Annual Meeting.
At the Annual Meeting, the Company’s stockholders were asked (i) to elect three Class II directors to the Company’s Board of Directors (the “Board”), each to hold office until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier resignation or removal, and (ii) to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The voting results reported below are final.
Proposal 1 – Election of Directors
Mette Kirstine Agger, Minnie Baylor-Henry and William T. Abraham, M.D. were duly elected to the Company’s Board as Class II directors. The results of the election were as follows:
| NOMINEE | FOR | % FOR | WITHHELD | % WITHHELD | BROKER NON-VOTES |
|||||||||||||||
| Mette Kirstine Agger |
13,574,227 | 89.96 | % | 1,515,742 | 10.04 | % | 2,548,102 | |||||||||||||
| Minnie Baylor-Henry |
13,575,940 | 89.97 | % | 1,514,029 | 10.03 | % | 2,548,102 | |||||||||||||
| William T. Abraham, M.D. |
13,578,546 | 89.98 | % | 1,511,423 | 10.02 | % | 2,548,102 | |||||||||||||
Proposal 2 – Ratify the Appointment of Independent Registered Public Accounting Firm
The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified. The results of the ratification were as follows:
| FOR | AGAINST | ABSTAIN | ||||||||||
| NUMBER |
16,647,774 | 987,788 | 2,509 | |||||||||
| PERCENTAGE OF VOTED |
94.39 | % | 5.60 | % | — | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| June 15, 2022 | SCPHARMACEUTICALS INC. | |||||||
| By: | /s/ John H. Tucker | |||||||
| Name: | John H. Tucker | |||||||
| Title: | President, Chief Executive Officer, Principal Financial Officer and Principal Executive Officer | |||||||