---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-030779"
form_type: "8-K"
ticker: "FEMY"
cik: "0001339005"
company_name: "FEMASYS INC"
filed_at: "2023-06-21T23:59:59+00:00"
generated_at: "2026-06-13T19:49:46.177591+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Femasys shareholders reelect three directors but fail to approve officer exculpation amendment

## Summary
- Charles Larsen, Anne Morrissey, and Wendy Perrow each elected as Class II directors with >4.7M votes for.
- Proposal to amend charter for officer exculpation under DGCL failed; received ~36% of outstanding shares, below required 66 2/3%.
- Ratification of KPMG as independent auditor for FY2023 approved with ~6.995M votes for.
- Approximately 53.5% of outstanding shares (7.06M) were represented at the meeting.

## SEC filing metadata
- accession: 0001140361-23-030779
- form_type: 8-K
- ticker: FEMY
- cik: 0001339005
- company_name: FEMASYS INC
- filed_at: 2023-06-21T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1339005/000114036123030779/0001140361-23-030779-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1339005/000114036123030779/brhc20054728_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-030779
- JSON: https://secwatch.observer/filing/0001140361-23-030779.json
- Plain text: https://secwatch.observer/filing/0001140361-23-030779.txt

## Key facts
- Shareholder Votes
  FEMASYS INC shareholders rejected Approval of an Amendment to the Company’s Certificate of Incorporation to Provide for Exculpation of Officers as Permitted by the Delaware General Corporation Law at the 2023-06-21 meeting.
  - Proposal: charter amendment
  - Outcome: failed
  - Meeting: 2023-06-21
  source text: The Company’s stockholders did not approve an Amendment to the Company’s Certificate of Incorporation to Provide for Exculpation of Officers as Permitted by the Delaware General Corporation Law by the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1339005/000114036123030779/0001140361-23-030779-index.htm
- Shareholder Votes
  FEMASYS INC shareholders approved Ratification of Appointment of Independent Registered Accounting Firm at the 2023-06-21 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2023 by the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1339005/000114036123030779/0001140361-23-030779-index.htm
- Shareholder Votes
  FEMASYS INC shareholders approved Election of three Class II directors at the 2023-06-21 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-21
  source text: The Company’s stockholders approved the election of three Class II directors to the Company’s Board of Directors for three-year terms expiring at the 2026 annual meeting of stockholders or until their respective successors are elected and qualified or until their earlier resignation or removal, by the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1339005/000114036123030779/0001140361-23-030779-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.