---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-176709"
form_type: "8-K"
ticker: "TXMD"
cik: "0000025743"
company_name: "TherapeuticsMD, Inc."
filed_at: "2023-06-28T23:59:59+00:00"
generated_at: "2026-06-13T15:49:47.014161+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# TherapeuticsMD stockholders approve charter amendment and private placement at 2023 annual meeting

## Summary
- Elected all four director nominees (Thompson, Collins, Naughton, Roberts) with over 4 million 'for' votes each.
- Approved charter amendment to increase authorized common shares from 12 million to 32 million with 5,431,781 votes for.
- Approved private placement of up to 5 million shares to Rubric Capital Management with 4,178,998 votes for.
- Non-binding advisory vote on named executive officer compensation passed with 4,007,930 votes for.
- Ratified Grant Thornton LLP as independent auditor for fiscal 2023 with 5,875,689 votes for.

## SEC filing metadata
- accession: 0001193125-23-176709
- form_type: 8-K
- ticker: TXMD
- cik: 0000025743
- company_name: TherapeuticsMD, Inc.
- filed_at: 2023-06-28T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/25743/000119312523176709/0001193125-23-176709-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/25743/000119312523176709/d499064d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-176709
- JSON: https://secwatch.observer/filing/0001193125-23-176709.json
- Plain text: https://secwatch.observer/filing/0001193125-23-176709.txt

## Key facts
- Shareholder Votes
  TherapeuticsMD, Inc. shareholders approved Ratification of appointment of Grant Thornton LLP as independent auditor for fiscal year 2023 at the 2023-06-26 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-26
  source text: The Company’s stockholders ratified the appointment of Grant Thornton, LLP, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending December 31, 2023, by the votes set forth in the table below: For Against Abstain Broker Non- Votes 5,875,689 162,089 13,371 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/25743/000119312523176709/0001193125-23-176709-index.htm
- Shareholder Votes
  TherapeuticsMD, Inc. shareholders approved Non-binding advisory vote on named executive officer compensation for fiscal year 2022 at the 2023-06-26 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-26
  source text: The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2022, by the votes set forth in the table below: For Against Abstain Broker Non- Votes 4,007,930 317,286 98,143 1,627,790
  evidence_url: https://www.sec.gov/Archives/edgar/data/25743/000119312523176709/0001193125-23-176709-index.htm
- Shareholder Votes
  TherapeuticsMD, Inc. shareholders approved Approval of amendment to Amended and Restated Articles of Incorporation to increase authorized shares of Common Stock from 12,000,000 to 32,000,000 at the 2023-06-26 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-06-26
  source text: The Company’s stockholders approved the Charter Amendment, by the votes set forth in the table below: For Against Abstain Broker Non- Votes 5,431,781 595,133 24,235 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/25743/000119312523176709/0001193125-23-176709-index.htm
- Shareholder Votes
  TherapeuticsMD, Inc. shareholders approved Approval of issuance of up to 5,000,000 shares of Common Stock in private placements to Rubric Capital Management LP under Nasdaq Rules 5635(b) and 5635(d) at the 2023-06-26 meeting.
  - Outcome: passed
  - Meeting: 2023-06-26
  source text: The Company’s stockholders approved the Private Placement Proposal, by the votes set forth in the table below: For Against Abstain Broker Non- Votes 4,178,998 238,644 5,717 1,627,790
  evidence_url: https://www.sec.gov/Archives/edgar/data/25743/000119312523176709/0001193125-23-176709-index.htm
- Shareholder Votes
  TherapeuticsMD, Inc. shareholders approved Election of four directors at the 2023-06-26 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-26
  source text: All of the four nominees for the Company’s Board of Directors were elected to serve until the Company’s next annual meeting of stockholders or until their successors are duly elected and qualified, by the votes set forth in the table below: Nominee For Withheld Broker Non-Votes Tommy G. Thompson 4,124,794 298,565 1,627,790 Cooper C. Collins 4,149,214 274,145 1,627,790 Gail K. Naughton, Ph.D. 4,153,469 269,890 1,627,790 Justin Roberts 4,085,664 337,695 1,627,790
  evidence_url: https://www.sec.gov/Archives/edgar/data/25743/000119312523176709/0001193125-23-176709-index.htm

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