8-KThe WireRoutine
Shareholder Vote
Filed Dec 16, 2025 · 6mo ago · Accession 0001213900-25-122240
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE
OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 15, 2025
THERAPEUTICSMD,
INC.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
001-00100
87-0233535
(State
or Other Jurisdiction
(Commission
File Number)
(IRS
Employer
of
Incorporation)
Identification
No.)
951
Yamato Road , Suite 220
Boca
Raton , FL 33431
(Address
of Principal Executive Office) (Zip Code)
Registrant’s
telephone number, including area code: ( 561 ) 961-1900
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b)
of the Act:
Name
of Each Exchange
Title of Each Class
Trading Symbol
on
Which Registered
Common
Stock, par value $0.001 per share
TXMD
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230-405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
December 15, 2025, TherapeuticsMD, Inc., a Nevada corporation (the “Company”), held its 2025 Annual Meeting (the “Annual
Meeting”). At the close of business on October 20, 2025, the record date for the determination of stockholders entitled to vote
at the Annual Meeting, there were 11,574,362 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”),
outstanding and entitled to vote at the Annual Meeting. The holders of 6,842,247 shares of Common Stock were represented virtually or
by proxy at the Annual Meeting, constituting a quorum. At the Annual Meeting, the stockholders of the Company considered and voted on
proposals to: (1) elect four directors to serve until the Company’s next annual meeting of stockholders or until their successors
are duly elected and qualified; (2) approve, on a non-binding advisory basis, the compensation of the Company’s named executive
officers for the fiscal year ended December 31, 2024; (3) to provide a non-binding advisory vote on the frequency of future non-binding
advisory votes on the compensation of our named executive officers; (4) ratify the appointment of Berkowitz Pollack Brant Advisors +
CPAs, LLP, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending December
31, 2025; and (5) to approve an amendment to our Amended and Restated Articles of Incorporation, as amended, to increase the number of
authorized shares of common stock, $0.001 par value per share, to 640,000,000 shares.
Set
forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. For more information
on the following proposals, see the Company’s Definitive Proxy Statement on Schedule 14A, filed with the United States Securities
and Exchange Commission on November 3, 2025.
Proposal
1 : All of the four nominees for the Company’s Board of Directors were elected to serve until the Company’s next annual
meeting of stockholders or until their successors are duly elected and qualified, by the votes set forth in the table below:
Broker
Nominee
For
Withheld
Non-Votes
Tommy G. Thompson
5,210,964
41,488
1,589,795
Cooper C. Collins
5,175,205
77,247
1,589,795
Gail K. Naughton, Ph.D.
5,223,784
28,668
1,589,795
Justin Roberts
5,138,982
113,470
1,589,795
Proposal
2 : The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive
officers for the fiscal year ended December 31, 2024, by the votes set forth in the table below:
For
Against
Abstain
Broker
Non-
Votes
5,162,545
81,614
8,293
1,589,795
Proposal
3 : The Company’s stockholders approved a 1-year voting frequency, on a non-binding advisory basis, the frequency of future
non-binding advisory vote on the compensation of our named executive officers, by the votes set forth in the table below:
Frequency
Votes Submitted
Broker Non-
Votes
1-Year
5,184,870
1,589,795
2-Year
30,885
—
3-Year
15,369
—
Withhold/Abstain
21,328
—
In addition, based upon these results, the Company's Board of Directors has determined to hold the non-binding advisory vote on the compensation
of the Company's named executive officers every year, until the next required vote on the frequency of future non-binding advisory votes
on the compensation of the Company's named executive officers.
Proposal
4 : The Company’s stockholders ratified the appointment of Berkowitz Pollack Brant Advisors + CPAs, LLP, an independent registered
public accounting firm, as the independent auditor of the Company for the fiscal year ending December 31, 2025, by the votes set forth
in the table below:
For
Against
Abstain
Broker
Non-
Votes
6,768,667
42,200
31,380
0
Proposal
5 : The Company’s stockholders approved an amendment to our Amended and Restated Articles of Incorporation, as amended, to increase
the number of authorized shares of common stock, $0.001 par value per share, to 640,000,000 shares, by the votes set forth in the table
below:
For
Against
Abstain
Broker
Non-
Votes
6,265,554
548,884
27,809
0
1
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.
Date: December 16, 2025
THERAPEUTICSMD, INC.
/s/ Marlan Walker
Marlan Walker
Chief Executive Officer
2
Filing details
- Company
- TherapeuticsMD, Inc.
- Ticker
- TXMD
- CIK
- 25743
- Form type
- 8-K
- Filing date
- Dec 16, 2025
- Report date
- Dec 15, 2025
- Document
- ea0269797-8k_therap.htm
- Size
- 215 KB