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. |
On June 11, 2024, scPharmaceuticals Inc. (the “Company”) held its Annual Meeting of Stockholders. A total of 25,871,344 shares of common stock were present online or represented by proxy at the meeting, representing approximately 71.75% percent of the Company’s outstanding common stock as of the April 16, 2024 record date. The following are the voting results for the proposals considered and voted upon at the meeting, all of which were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2024.
Proposal 1 — Election of three Class I Directors to serve until the 2027 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified or until their earlier resignation or removal.
| NOMINEE | FOR | WITHHELD | Broker Non-Votes | |||||||||
| Frederick Hudson |
17,097,871 | 2,338,614 | 6,434,859 | |||||||||
| Leonard D. Schaeffer |
15,762,635 | 3,673,850 | 6,434,859 | |||||||||
| Sara Bonstein |
16,177,596 | 3,258,889 | 6,434,859 | |||||||||
Proposal 2 — Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| FOR | AGAINST | ABSTAINED | Broker Non-Votes | |||
| 25,822,386 | 19,825 | 29,133 | 0 |
Proposal 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
| FOR | AGAINST | ABSTAINED | Broker Non-Votes | |||
| 18,854,452 | 406,754 | 175,279 | 6,434,859 |
Proposal 4 — Approval of an amendment to the Second Amended and Restated Certificate of Incorporation to provide for the exculpation of officers from certain breaches of fiduciary duty to the extent permitted by the General Corporation Law of the State of Delaware.
| FOR | AGAINST | ABSTAINED | Broker Non-Votes | |||
| 14,269,318 | 3,298,424 | 1,868,743 | 6,434,859 |
Based on the foregoing votes, Frederick Hudson, Leonard D. Shaeffer and Sara Bonstein were elected as Class I Directors, and Proposals 2 and 3 were approved.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SCPHARMACEUTICALS INC. | ||||||
| Date: June 14, 2024 | By: | /s/ John H. Tucker | ||||
| John H. Tucker | ||||||
| President and Chief Executive Officer | ||||||