Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.



As described under Item 5.07 of this Current Report on Form 8-K (the "Current Report"), on June 21, 2022, the stockholders of Journey Medical Corporation (the "Company" or "Journey") voted at the Company's 2022 annual meeting of stockholders (the "2022 Annual Meeting") to approve an amendment (the "Plan Amendment") to the Company's 2015 Stock Plan (the "Plan") to increase the shares of common stock, par value $0.0001 per share (the "Common Stock") available for issuance under the Plan by 3,000,000 shares from 4,642,857 shares to 7,642,857 shares.

The Company's Board of Directors approved the Plan Amendment on April 19, 2022, subject to stockholder approval at the 2022 Annual Meeting. The Plan Amendment became effective at the time of stockholder approval.

A copy of the Plan Amendment is filed as Exhibit 10.1 to this Current Report and is incorporated by reference in this Item 5.02. The material terms of the Plan as so amended are described in the Company's definitive proxy statement on Schedule 14A for the 2022 Annual Meeting filed with the Securities and Exchange Commission (the "SEC") on April 28, 2022.

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

On June 21, 2022, the Company held its 2022 Annual Meeting of stockholders at 11:00 a.m. Eastern Time by means of an online virtual meeting platform. Stockholders representing 13,385,748 shares of the Company's Common Stock, or 77.01%, of the 17,380,844 shares entitled to vote, were represented in person or by proxy, constituting a quorum.

At the 2022 Annual Meeting, the following three proposals were approved: (i) the election of six directors to hold office until the 2023 annual meeting of stockholders; (ii) the ratification of the appointment of KPMG LLP as Journey's independent registered public accounting firm for the year ending December 31, 2022; and (iii) an amendment to the Plan to increase the shares of Common Stock available for issuance under the Incentive Plan by 3,000,000 shares from 4,642,857 shares to 7,642,857. The three proposals are described in detail in Journey's definitive proxy statement on Schedule 14A for the 2022 Annual Meeting filed with the SEC on April 28, 2022.

As of the April 25, 2022 record date for the determination of the stockholders entitled to notice of, and to vote at, the 2022 Annual Meeting, 11,380,844 shares of the Company's Common Stock were outstanding and eligible to vote with an aggregate of 11,380,844 votes and 6,000,000 shares of the Company's Class A Common Stock were outstanding and eligible to vote with an aggregate of 12,518,928 votes, as determined in accordance with Article IV, Section 3.2 of the Company's Third Amended and Restated Certificate of Incorporation.





Proposal 1


The votes with respect to the election of six directors to hold office until the 2023 annual meeting of stockholders were as follows:





                                                Votes         Broker
Director                      Votes For       Withheld       Non-Votes
Lindsay A. Rosenwald, M.D.     17,456,650       839,594       1,608,432
Claude Maraoui                 18,262,035        34,209       1,608,432
Neil Herskowitz                18,134,535       161,709       1,608,432
Dr. Jeffrey Paley              18,269,610        26,634       1,608,432
Justin Smith                   18,269,535        26,709       1,608,432
Miranda Toledano               18,262,110        34,134       1,608,432










Proposal 2


The vote with respect to the ratification of KPMG LLP as Journey's independent registered accounting firm for the year ending December 31, 2022 was as follows:

Total Votes For Total Votes Against Abstentions


  19,887,190           3,673          13,813




Proposal 3


The vote with respect to the approval of an amendment to Journey's 2015 Stock Plan to increase the number of shares of Common Stock authorized for issuance by 3,000,000 shares from 4,642,857 shares to 7,642,857 shares available for issuance under the Plan was as follows:

Total Votes For Total Votes Against Abstentions Broker Non-Votes

18,146,702 120,996 28,546 1,608,432

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.


The following exhibits are furnished herewith:





Exhibit
Number      Description

  10.1        Amendment to the Journey Medical Corporation 2015 Stock Plan.
104         Cover Page Interactive Data File, formatted in Inline Extensible
            Business Reporting Language (iXBRL).

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