ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL

YEAR

On December 30, 2020, STRATA Skin Sciences, Inc. (the "Company") filed an amendment (the "Amendment") to its Fifth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which became effective on December 30, 2020. The Amendment was previously approved by the Company's board of directors and, as described in Item 5.07 to this Current Report on Form 8-K, was approved by the Company's stockholders.

The Amendment contains the following provisions:

• unless the Company consents in writing to the selection of an alternative


  forum, designate the Court of Chancery of the State of Delaware (or, in the
  event that the Chancery Court does not have jurisdiction, the federal district
  court for the District of Delaware) to be the sole and exclusive forum for (i)
  any derivative action, suit or proceeding brought on behalf of the Company;
  (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary
  duty owed by any of the Company's directors, officers, employees or agent to
  the Company or its stockholders; (iii) any action asserting a claim arising
  pursuant to any provision of the Delaware General Corporation Law, the
  Company's certificate of incorporation or the Company's bylaws; or (iv) any
  action asserting a claim governed by the internal affairs doctrine; provided
  that, the exclusive forum provision will not apply to suits brought to enforce
  any liability or duty created by the Securities Exchange Act of 1934, as
  amended, or any other claim for which the federal courts of the United States
  have exclusive jurisdiction;

• unless the Company consents in writing to the selection of an alternative


  forum, designate the federal district courts of the United States as the
  exclusive forum for the resolution of any complaint asserting a cause of action
  arising under the Securities Act of 1933, as amended.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment filed as Exhibit 3.1 hereto, which is incorporated herein by reference.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On December 30, 2020, the Company held its annual meeting of stockholders (the "Annual Meeting"). The matters voted upon were:

(1) the election of six director nominees to the Company's board of directors to serve until the next annual meeting of the Company's stockholders or until their successors are elected and qualify, subject to their prior death, resignation or removal;

(2) to approve the Amendment;

(3) to consider an advisory vote to approve the compensation of the Company's named executive officers;

(4) to ratify the selection by the Audit Committee of the Board of Directors of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020; and

(5) to approve such other business as may properly come before the meeting or any adjournment thereof.


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The results of the voting were as follows:

(1) Each of the director nominees to the Company's board of directors was elected:

Nominees Votes For Votes Withheld Broker Non-Vote Uri Geiger 22,387,517 16,666 5,878,860 Samuel E. Navarro 22,369,323 34,860 5,878,860 Dolev Rafaeli 22,293,392 110,791 5,878,860 Shmuel Rubinstein 22,251,222 152,961 5,878,860 Nachum Shamir 22,248,179 156,004 5,878,860 LuAnn Via 22,365,469 38,714 5,878,860





(2) to approve the Amendment:

Votes For  Votes Against Abstain Broker Non-Vote
21,267,595   1,124,140   12,448     5,878,860

(3) to consider an advisory vote to approve the compensation of the Company's named Executive officers:



Votes For  Votes Against Abstain Broker Non-Vote
22,249,895    125,808    28,480     5,878,860

(4) to ratify the selection by the Audit Committee of the Board of Directors of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, was approved:



Votes For  Votes Against Abstain Broker Non-Vote
28,228,007    41,716     13,320         0

(5) to authorize the adjournment of the meeting if necessary to solicit additional proxies:



Votes For  Votes Against Abstain Broker Non-Vote
26,728,681   1,529,867   24,495         0




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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS





Exhibit No.   Exhibit Description
3.1           Amendment to Fifth Amended and Restated Certificate of
              Incorporation of STRATA Skin Sciences, Inc.

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