Current Report Filing (8-k)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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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 6, 2019

 

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Aclaris Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-37581		46-0571712
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

640 Lee Road, Suite 200
Wayne, PA 19087

(Address of principal executive offices, including zip code)

 

[phone]

(Registrant’s telephone number, including area code)

 

N/A

(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(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value		ACRS		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 of this chapter)  or Rule 12b‑2  of the Securities Exchange Act of 1934 (§240.12b‑2  of this chapter).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) On June 6, 2019, Stephen Tullman, the Chairman of the Board of Directors (the “ Board ”) of Aclaris Therapeutics, Inc. (the “ Company ”), resigned as Chairman and as a director of the Board effective June 7, 2019.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 6, 2019, the Company held its 2019 annual meeting of stockholders (the “ Annual Meeting ”). The stockholders considered two proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2019.  Of the 41,269,643 shares outstanding as of the record date, 35,272,214 shares, or 85.46%, were present or represented by proxy at the Annual Meeting.  Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting. 

   

Proposal No. 1 :  Election of three nominees to serve as directors until the 2022 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:

   

Name		Votes For		Votes Withheld
Neal Walker		26,814,764		4,976,631
William Humphries		22,209,532		9,581,863
Andrew Schiff		26,766,604		5,024,791

 

 

 

Broker Non-Votes: 3,480,819 .  

   

All nominees were elected.

   

Proposal No. 2 :  Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2019. The votes were cast as follows:

   

		Votes For		Votes Against		Abstained
Ratification of appointment of PricewaterhouseCoopers LLP		35,198,683		69,673		3,858

 

 

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.

 

		ACLARIS THERAPEUTICS, INC.
	By:	/s/ Frank Ruffo
Date:  June 7, 2019		Frank Ruffo Chief Financial Officer