Verrica Pharmaceuticals (NASDAQ: VRCA) shareholders approve new equity plan and re-elect directors

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What did Verrica Pharmaceuticals (VRCA) stockholders approve at the 2026 annual meeting?

How many Verrica Pharmaceuticals (VRCA) shares were represented at the 2026 annual meeting?

Were Verrica Pharmaceuticals (VRCA) directors re-elected at the 2026 annual meeting?

Did Verrica Pharmaceuticals (VRCA) stockholders approve executive compensation in 2026?

Who is Verrica Pharmaceuticals’ (VRCA) independent auditor for the year ending December 31, 2026?

What were the vote results for Verrica’s Amended and Restated 2018 Equity Incentive Plan?

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(Moderate)

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(Neutral)

Form Type

8-K

Verrica Pharmaceuticals reported results of its 2026 annual stockholder meeting. Stockholders approved the Amended and Restated 2018 Equity Incentive Plan, which became effective immediately after the vote. They also re-elected Paul B. Manning and Lawrence Eichenfield as directors to serve until the 2029 annual meeting.

Advisory compensation for named executive officers was approved, and KPMG LLP was ratified as independent registered public accounting firm for the fiscal year ending December 31, 2026. Approximately 81.89% of the 17,178,786 shares outstanding as of the record date were present or represented by proxy.

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Shares outstanding: 17,178,786 shares Shares represented: 14,069,331 shares Votes for Paul B. Manning: 11,543,142 votes +4 more

7 metrics

Shares outstanding 17,178,786 shares As of the record date for the 2026 annual meeting

Shares represented 14,069,331 shares Present or represented by proxy at the annual meeting (81.89%)

Votes for Paul B. Manning 11,543,142 votes Election as director until the 2029 annual meeting

Votes for Lawrence Eichenfield 11,523,540 votes Election as director until the 2029 annual meeting

Say-on-pay support 11,564,256 votes for Advisory approval of named executive officer compensation

Auditor ratification votes for 14,058,234 votes Ratification of KPMG LLP as 2026 independent registered public accounting firm

Equity plan approval votes for 11,142,881 votes Approval of Amended and Restated 2018 Equity Incentive Plan

Amended and Restated 2018 Equity Incentive Plan, broker non-votes, advisory basis, independent registered public accounting firm, +1 more

5 terms

Amended and Restated 2018 Equity Incentive Plan financial

"Approval of the Company’s Amended and Restated 2018 Equity Incentive Plan in the form attached"

broker non-votes financial

"Broker Non-Votes: 2,456,129."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers"

independent registered public accounting firm financial

"Ratification of the selection of KPMG LLP as independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

inline XBRL technical

"Cover Page Interactive Data File (formatted as inline XBRL)."

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

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Understanding 8-K Material Events →

Available on EDGAR 06/09/2026 - 04:06 PM Accepted by SEC EDGAR 06/09/2026 - 04:05 PM

Stockholders approved the Amended and Restated 2018 Equity Incentive Plan, re-elected two directors, approved executive compensation on an advisory basis, and ratified KPMG LLP as independent auditor for 2026, reflecting broad support for the company’s governance and compensation framework.

A total of 14,069,331 shares were present or represented by proxy out of 17,178,786 shares outstanding as of the record date, representing 81.89% participation, which indicates a strong level of stockholder engagement in voting on the company’s proposals.

Yes. Paul B. Manning received 11,543,142 votes for and 70,060 withheld, while Lawrence Eichenfield received 11,523,540 votes for and 89,662 withheld. Both nominees were elected to serve as directors until the 2029 annual meeting of stockholders.

Yes. Advisory approval of named executive officer compensation received 11,564,256 votes for, 34,355 votes against, and 14,591 abstentions, with 2,456,129 broker non-votes, indicating strong support for the company’s disclosed executive pay program at the meeting.

KPMG LLP was ratified as Verrica Pharmaceuticals’ independent registered public accounting firm for the fiscal year ending December 31, 2026, receiving 14,058,234 votes for, 8,055 votes against, and 3,042 abstentions from stockholders at the annual meeting.

Approval of the Amended and Restated 2018 Equity Incentive Plan received 11,142,881 votes for, 433,852 votes against, and 36,469 abstentions, with 2,456,129 broker non-votes, leading to stockholder approval and immediate effectiveness of the updated equity incentive plan.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 5, 2026

Verrica Pharmaceuticals Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-38529

46-3137900

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

44 West Gay Street, Suite 400

West Chester, PA

19380

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (484) 453-3300

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 Securities Exchange Act of 1934:

Title of each class

Trading

symbol

Name of each exchange

on which registered

Common Stock

VRCA

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.

As described in Item 5.07 below, on June 5, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Verrica Pharmaceuticals Inc. (the “Company”), the Company’s stockholders approved the Verrica Pharmaceuticals, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Plan”). The Plan was previously approved, subject to stockholder approval, by the Board of Directors (the “Board”) of the Company. The Plan became effective immediately upon stockholder approval at the Annual Meeting.

A summary of the material terms of the Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 20, 2026 (the “Proxy Statement”) as Proposal 4, beginning on page 21, and is incorporated herein by reference. That summary and the foregoing description are qualified in their entirety by reference to the text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the stockholders considered four proposals, each of which is described in more detail in the Company’s Proxy Statement. Of the 17,178,786 shares outstanding as of the record date, 14,069,331 shares, or 81.89%, 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 two nominees to serve as directors until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:


Name	Votes For		Votes Withheld
Paul B. Manning		11,543,142		70,060
Lawrence Eichenfield		11,523,540		89,662

Broker Non-Votes: 2,456,129.

All nominees were elected.

Proposal No. 2: Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement. The votes were cast as follows:


	Votes For		Votes Against		Abstained
Advisory approval of named executive officer compensation		11,564,256		34,355		14,591

Broker Non-Votes: 2,456,129.

Proposal No. 3: Ratification of the selection of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were cast as follows:


	Votes For		Votes Against		Abstained
Ratification of selection of KPMG LLP		14,058,234		8,055		3,042

Proposal No. 4: Approval of the Company’s Amended and Restated 2018 Equity Incentive Plan in the form attached as Appendix A to the Proxy Statement. The votes were cast as follows:


	Votes For		Votes Against		Abstained
Approval of the Company’s Amended and Restated 2018 Equity Incentive Plan		11,142,881		433,852		36,469

Broker Non-Votes: 2,456,129

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Exhibit Description

10.1		Amended and Restated 2018 Equity Incentive Plan.

104		Cover Page Interactive Data File (formatted as inline XBRL).

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.

Source: View Original Filing on SEC EDGAR

4 documents

Verrica Pharmaceuticals Inc.

Date: June 9, 2026

/s/ John J. Kirby

John J. Kirby

Interim Chief Financial Officer

EX-10.1 EX-10.1 129.2 KB