TherapeuticsMD (NASDAQ: TXMD) investors approve 2025 votes, 640M share authorization

Rhea-AI Filing Summary

TherapeuticsMD, Inc. reported the results of its 2025 annual meeting of stockholders held on December 15, 2025. On the October 20, 2025 record date there were 11,574,362 common shares outstanding, and 6,842,247 shares were represented, establishing a quorum.

Stockholders elected all four director nominees, each receiving about 5.1–5.2 million votes in favor. They approved, on a non-binding basis, the 2024 compensation of named executive officers with 5,162,545 votes for, 81,614 against and 8,293 abstentions. Investors also supported holding future advisory votes on executive pay every year, with 5,184,870 votes for the 1‑year frequency, and the board chose to follow this annual schedule.

Stockholders ratified Berkowitz Pollack Brant Advisors + CPAs, LLP as independent auditor for the year ending December 31, 2025, with 6,768,667 votes for. They also approved an amendment to increase authorized common stock to 640,000,000 shares, with 6,265,554 votes for, 548,884 against and 27,809 abstentions.

Insights

Corporate governance analyst

Shareholders backed directors, pay practices and a major authorized share increase.

At the December 15, 2025 annual meeting, TherapeuticsMD achieved a quorum with 6,842,247 shares represented out of 11,574,362 outstanding as of October 20, 2025. All four director nominees were elected with roughly 5.1–5.2 million votes each, indicating broad support for the existing board slate among voting shareholders.

Advisory votes on executive compensation were also favorable: 5,162,545 votes supported the 2024 pay program versus 81,614 against, and investors chose a 1‑year frequency for future say‑on‑pay votes, with 5,184,870 votes for that option. The board’s decision to adopt an annual advisory vote aligns with that preference. Auditor ratification was strong, with 6,768,667 votes for Berkowitz Pollack Brant Advisors + CPAs, LLP for the 2025 audit.

The most notable structural change is the approval to increase authorized common stock to 640,000,000 shares, supported by 6,265,554 votes for and 548,884 against. This raises the ceiling on how many shares the company is permitted to issue, which means any future equity financing, stock-based transactions or other share issuances will now be governed by this higher authorized amount and by subsequent board decisions.

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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): December 15, 2025

THERAPEUTICSMD, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada		001-00100		87-0233535
(State or Other Jurisdiction		(Commission File Number)		(IRS Employer
of Incorporation)				Identification No.)
		951 Yamato Road, Suite 220
		Boca Raton, FL 33431
	(Address of Principal Executive Office) (Zip Code)

Registrant’s telephone number, including area code: (561) 961-1900

Not Applicable

(Former name or former address, if changed since last report)

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 Act:

				Name of Each Exchange
Title of Each Class		Trading Symbol		on Which Registered
Common Stock, par value $0.001 per share		TXMD		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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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

On December 15, 2025, TherapeuticsMD, Inc., a Nevada corporation (the “Company”), held its 2025 Annual Meeting (the “Annual Meeting”). At the close of business on October 20, 2025, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 11,574,362 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting. The holders of 6,842,247 shares of Common Stock were represented virtually or by proxy at the Annual Meeting, constituting a quorum. At the Annual Meeting, the stockholders of the Company considered and voted on proposals to: (1) elect four directors to serve until the Company’s next annual meeting of stockholders or until their successors are duly elected and qualified; (2) approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2024; (3) to provide a non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers; (4) ratify the appointment of Berkowitz Pollack Brant Advisors + CPAs, LLP, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending December 31, 2025; and (5) to approve an amendment to our Amended and Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock, $0.001 par value per share, to 640,000,000 shares.

Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. For more information on the following proposals, see the Company’s Definitive Proxy Statement on Schedule 14A, filed with the United States Securities and Exchange Commission on November 3, 2025.

Proposal 1: 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:

										Broker
Nominee		For				Withheld				Non-Votes
Tommy G. Thompson			5,210,964				41,488				1,589,795
Cooper C. Collins			5,175,205				77,247				1,589,795
Gail K. Naughton, Ph.D.			5,223,784				28,668				1,589,795
Justin Roberts			5,138,982				113,470				1,589,795

Proposal 2: 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, 2024, by the votes set forth in the table below:

For		Against		Abstain		Broker Non- Votes
5,162,545		81,614		8,293		1,589,795

Proposal 3: The Company’s stockholders approved a 1-year voting frequency, on a non-binding advisory basis, the frequency of future non-binding advisory vote on the compensation of our named executive officers, by the votes set forth in the table below:

Frequency		Votes Submitted				Broker Non- Votes
1-Year			5,184,870				1,589,795
2-Year			30,885				—
3-Year			15,369				—
Withhold/Abstain			21,328				—

In addition, based upon these results, the Company's Board of Directors has determined to hold the non-binding advisory vote on the compensation of the Company's named executive officers every year, until the next required vote on the frequency of future non-binding advisory votes on the compensation of the Company's named executive officers. 

Proposal 4: The Company’s stockholders ratified the appointment of Berkowitz Pollack Brant Advisors + CPAs, LLP, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending December 31, 2025, by the votes set forth in the table below:

For		Against		Abstain		Broker Non- Votes
6,768,667		42,200		31,380		0

Proposal 5: The Company’s stockholders approved an amendment to our Amended and Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock, $0.001 par value per share, to 640,000,000 shares, by the votes set forth in the table below:

For		Against		Abstain		Broker Non- Votes
6,265,554		548,884		27,809		0

1

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.

Date: December 16, 2025	THERAPEUTICSMD, INC.
	/s/ Marlan Walker
	Marlan Walker
	Chief Executive Officer

2

FAQ

What did TherapeuticsMD (TXMD) shareholders vote on at the 2025 annual meeting?

At the 2025 annual meeting, TherapeuticsMD shareholders voted on electing four directors, approving 2024 executive compensation on an advisory basis, choosing the frequency of future say‑on‑pay votes, ratifying the independent auditor for 2025, and approving an amendment to increase authorized common stock to 640,000,000 shares.

Were all director nominees elected at TherapeuticsMD (TXMD)'s 2025 meeting?

Yes. All four director nominees—Tommy G. Thompson, Cooper C. Collins, Gail K. Naughton, Ph.D., and Justin Roberts—were elected, each receiving about 5.1–5.2 million votes for and relatively few withheld votes, with 1,589,795 broker non‑votes recorded on each director proposal.

How did TherapeuticsMD (TXMD) shareholders vote on executive compensation?

Shareholders approved, on a non‑binding advisory basis, the compensation of TherapeuticsMD's named executive officers for 2024, with 5,162,545 votes for, 81,614 against, 8,293 abstentions and 1,589,795 broker non‑votes.

What frequency did TXMD shareholders choose for say-on-pay votes?

For the advisory vote on the frequency of future say‑on‑pay votes, 5,184,870 shares supported a 1‑year frequency, compared with 30,885 for 2 years, 15,369 for 3 years and 21,328 withheld/abstaining. The board decided to hold the say‑on‑pay vote every year based on this outcome.

Which auditor did TherapeuticsMD (TXMD) shareholders ratify for 2025?

Shareholders ratified Berkowitz Pollack Brant Advisors + CPAs, LLP as TherapeuticsMD's independent registered public accounting firm for the year ending December 31, 2025, with 6,768,667 votes for, 42,200 against and 31,380 abstentions.

Did TXMD shareholders approve increasing authorized common stock to 640,000,000 shares?

Yes. Shareholders approved an amendment to increase authorized common stock to 640,000,000 shares, with 6,265,554 votes for, 548,884 against, 27,809 abstentions and no broker non‑votes on this proposal.

How many shares were outstanding and represented at TXMD's 2025 annual meeting?

As of the October 20, 2025 record date, 11,574,362 shares of TherapeuticsMD common stock were outstanding and entitled to vote, and holders of 6,842,247 shares were represented virtually or by proxy at the December 15, 2025 annual meeting, which constituted a quorum.