Shareholder Vote

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): June 26, 2023     THERAPEUTICSMD, INC. (Exact Name of Registrant as Specified in its Charter)       Nevada   001-00100   87-0233535 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer 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:   Title of Each Class   Trading Symbol   Name of Each Exchange 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 June 26, 2023, TherapeuticsMD, Inc., a Nevada corporation (the “Company”), held its combined 2022 and 2023 Annual Meeting (the “Annual Meeting”). At the close of business on May 2, 2023, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 10,262,715 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 6,051,149 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, 2022; (3) approve an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended (the “Charter Amendment”), to increase the number of authorized shares of Common Stock from 12,000,000 shares to 32,000,000 shares; (4) approve, pursuant to Nasdaq Rules 5635(b) and 5635(d), the issuance of up to 5,000,000 shares of Common Stock to be sold in one or more private placements to Rubric Capital Management LP (“Rubric”) or one or more of its affiliates, under a subscription agreement with Rubric (the “Private Placement Proposal”); and (5) ratify the appointment of Grant Thornton LLP, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending December 31, 2023. 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 May 17, 2023. 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:   Nominee    For      Withheld      Broker Non-Votes   Tommy G. Thompson      4,124,794        298,565        1,627,790   Cooper C. Collins      4,149,214        274,145        1,627,790   Gail K. Naughton, Ph.D.      4,153,469        269,890        1,627,790   Justin Roberts      4,085,664        337,695        1,627,790   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, 2022, by the votes set forth in the table below:   For    Against    Abstain    Broker Non- Votes 4,007,930    317,286    98,143    1,627,790 Proposal 3 : The Company’s stockholders approved the Charter Amendment, by the votes set forth in the table below:   For    Against    Abstain    Broker Non- Votes 5,431,781    595,133    24,235    0 Proposal 4 : The Company’s stockholders approved the Private Placement Proposal, by the votes set forth in the table below:   For    Against    Abstain    Broker Non- Votes 4,178,998    238,644    5,717    1,627,790 Proposal 5 : The Company’s stockholders ratified the appointment of Grant Thornton, LLP, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending December 31, 2023, by the votes set forth in the table below:   For    Against    Abstain    Broker Non- Votes 5,875,689    162,089    13,371    0 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: June 28, 2023       THERAPEUTICSMD, INC.       /s/ Marlan Walker       Marlan Walker       Chief Executive Officer