Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 20, 2024, Petros Pharmaceuticals, Inc. (the "Company") held its 2024 annual meeting of stockholders (the "Annual Meeting"). As of the close of business on October 14, 2024, the record date for the Annual Meeting, there were 10,008,822 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), issued and outstanding, with each share entitled to one vote, and 1,038.44 shares of Series A Convertible Preferred Stock, par value $0.0001 per share ("Preferred Stock"),issued and outstanding, with the Preferred Stock entitled to an aggregate of 461,523 votes, constituting all of the eligible securities entitled to vote on the proposals described below. Holders of the Company's Common Stock and Preferred Stock with a total aggregate voting power of 4,366,998 votes were present in person or represented by proxy at the Annual Meeting.
The matters described below were submitted to a vote of the holders of the Company's Common Stock and Preferred Stock at the Annual Meeting. Each proposal is described in detail in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 25, 2024, as supplemented on November 18, 2024 (the "Proxy Statement"). All proposals were approved by the Company's stockholders.
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1.
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Election of the three directors named in the Proxy Statement to the Board to serve until the annual meeting of stockholders in 2025 or until each one's respective successor has been duly elected and qualified.
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Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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Joshua N. Silverman
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1,897,502
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115,574
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12,831
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2,341,091
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Bruce T. Bernstein
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1,900,520
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112,456
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12,931
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2,341,091
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Wayne R. Walker
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1,898,782
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113,364
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13,761
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2,341,091
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2.
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Ratification of the appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
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For
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Against
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Abstain
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3,984,099
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233,743
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149,156
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3.
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Approval, on an advisory basis, of the compensation paid to the Company's named executive officers.
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For
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Against
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Abstain
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Broker Non-Votes
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1,433,687
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577,296
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14,924
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2,341,091
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4.
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Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to effect, at the discretion of the Board but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company's stockholders at the Annual Meeting, a reverse stock split of all of the outstanding shares of the Company's Common Stock at a ratio in the range of 1-for-2 to 1-for-25, with such ratio to be determined by the Board in its discretion and included in a public announcement.
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For
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Against
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Abstain
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Broker Non-Votes
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2,949,518
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1,350,781
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66,699
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2,341,091
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5.
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Approval of a proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the proposals presented at the Annual Meeting.
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For
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Against
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Abstain
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Broker Non-Votes
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2,797,349
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1,505,101
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64,548
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2,341,091
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For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.
