VYNE Therapeutics (Nasdaq: VYNE) reports 2025 shareholder vote outcomes

Rhea-AI Filing Summary

VYNE Therapeutics Inc. reported the results of its 2025 annual meeting of stockholders held on December 12, 2025, where all three proposals on the ballot were approved. Of the 33,286,422 shares outstanding as of the record date, 16,680,776 shares, or 50.1%, were present or represented by proxy, providing a bare majority quorum.

Stockholders elected Class I directors Elisabeth Sandoval Little and Steven Basta to serve until the 2028 annual meeting, with each nominee receiving more votes for than withheld, plus 11,377,870 broker non-votes. They also ratified the selection of Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024, by a vote of 15,296,776 for, 766,080 against, and 617,920 abstentions.

On an advisory basis, stockholders approved the compensation of the company’s named executive officers, with 4,566,359 votes for, 680,945 against, 55,602 abstentions, and 11,377,870 broker non-votes. Overall, the meeting confirmed the company’s board choices, auditor, and executive pay program.

false 0001566044 0001566044 2025-12-12 2025-12-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 12, 2025

VYNE Therapeutics Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38356		45-3757789
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

P.O. Box 125, Stewartsville, NJ (Address of Principal Executive Offices) 08886 (Zip Code)

Registrant’s telephone number, including area code: (800) 775-7936

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, $0.0001 par value		VYNE		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 5.07 Submission of Matters to a Vote of Security Holders.

On December 12, 2025, VYNE Therapeutics Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). The stockholders considered 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 November 12, 2025 (the “Proxy Statement”).  Of the 33,286,422 shares outstanding as of the record date, 16,680,776 shares, or 50.1%, 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:  The election of two nominees to serve as Class I directors to hold office until the 2028 annual meeting of stockholders and until their respective successors are elected. The votes were cast as follows:

Name		Votes For				Votes Withheld				Broker Non-Votes
Elisabeth Sandoval Little			3,929,275				1,373,631				11,377,870
Steven Basta			3,903,835				1,399,071				11,377,870

All nominees were elected.

Proposal No. 2:  Ratification of the selection by the audit committee of the board of directors of Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes were cast as follows:

		Votes For				Votes Against				Abstentions
Ratification of appointment of Baker Tilly US, LLP			15,296,776				766,080				617,920

Proposal No. 3:  Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement. The Company’s stockholders approved the compensation of the Company’s named executive officers. The votes were cast as follows:

		Votes For				Votes Against				Abstentions				Broker Non-Votes
Advisory approval of named executive officer compensation			4,566,359				680,945				55,602				11,377,870

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.

	VYNE THERAPEUTICS INC.
Date: December 12, 2025	/s/ Mutya Harsch
	Mutya Harsch
	Chief Legal Officer and General Counsel

FAQ

What did VYNE (VYNE) report from its 2025 annual stockholder meeting?

VYNE Therapeutics reported that all three proposals at its 2025 annual meeting were approved. Stockholders elected two Class I directors, ratified Baker Tilly US, LLP as independent auditor, and gave advisory approval to executive compensation.

How many VYNE shares were represented at the 2025 annual meeting?

Out of 33,286,422 shares outstanding as of the record date, 16,680,776 shares, or 50.1%, were present or represented by proxy at VYNE’s 2025 annual meeting.

Which directors were elected at VYNE Therapeutics’ 2025 annual meeting?

Stockholders elected Elisabeth Sandoval Little and Steven Basta as Class I directors to serve until the 2028 annual meeting of stockholders and until their respective successors are elected.

Did VYNE stockholders ratify the company’s independent auditor?

Yes. Stockholders ratified the selection of Baker Tilly US, LLP as VYNE’s independent registered public accounting firm for the fiscal year ending December 31, 2024, by a vote of 15,296,776 for, 766,080 against, and 617,920 abstentions.

How did VYNE shareholders vote on executive compensation in 2025?

On an advisory basis, VYNE’s stockholders approved compensation for the company’s named executive officers, with 4,566,359 votes for, 680,945 against, 55,602 abstentions, and 11,377,870 broker non-votes.

What was Proposal No. 3 at VYNE Therapeutics’ 2025 meeting?

Proposal No. 3 sought stockholder approval, on an advisory basis, of the compensation paid to VYNE’s named executive officers as disclosed in the company’s proxy statement. Stockholders approved this executive compensation proposal.