Item 5.03. Amendments to Articles of Incorporation or Bylaws? Change in Fiscal Year.

On July 19, 2021, VYNE Therapeutics Inc. (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company's common stock from 75,000,000 to 150,000,000 shares. The increase in the number of authorized shares was approved by the holders of a majority of the outstanding shares of common stock of the Company at its annual meeting, as described in Item 5.07 below.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated into this report by reference.

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

On July 19, 2021, the Company held its 2021 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on three proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on June 7, 2021. Only stockholders of record as of the close of business on May 27, 2021, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. Of the 51,386,596 shares outstanding as of the record date, 33,159,353, or approximately 65%, were present or represented by proxy at the Annual Meeting. The following is a summary of the matters voted on at the Annual Meeting.

Proposal 1. The stockholders elected the following two directors to the Company's Board of Directors, to hold office until the 2024 annual meeting of stockholders or until their respective successors are elected. The voting results were as follows:





    Nominee       Votes For    Votes Withheld   Broker Non-Votes
David Domzalski   18,024,373     4,618,113         10,516,867
Patrick LePore    21,450,112     1,192,374         10,516,867

Proposal 2. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The voting results were as follows:





Votes For    Votes Against   Abstentions
31,361,502     1,185,632       612,219

Proposal 3. The stockholders approved an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 75,000,000 shares to 150,000,000 shares. The voting results were as follows:





Votes For    Votes Against   Abstentions
27,651,056     5,187,046       321,251

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits

The following exhibit is being filed herewith.





Exhibit No.  Description

               Certificate of Amendment to the Amended and Restated Certificate
  3.1        of Incorporation, dated as of July 19, 2021.

             Cover Page Interactive Data File (embedded within the Inline XBRL
104          document)

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