Arcutis Biotherapeutics, Inc.

8-K · arqt-20260605.htm iXBRL

0001787306 2026-06-05 2026-06-05

 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
 ___________________________________________
 ARCUTIS BIOTHERAPEUTICS, INC.
 (Exact name of registrant as specified in its charter)
 ___________________________________________

 Delaware
 001-39186
 81-2974255

 (State or other jurisdiction
 of incorporation)
 (Commission
 File Number)
 (IRS Employer
 Identification Number)

 3027 Townsgate Road , Suite 300
 Westlake Village , CA 91361
 (Address of principal executive offices, including Zip Code)
 Registrant’s telephone number, including area code: ( 805 ) 418-5006
 ___________________________________________
 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 (see General Instructions A.2. below):

 ☐ 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:

 Title of each class
 Trading
 Symbol(s)
 Name of each exchange
 on which registered

 Common Stock, par value $0.0001 per share
 ARQT
 The Nasdaq Global Select Market

 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 June 5, 2026, Arcutis Biotherapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2026. Only stockholders of record as of the close of business on April 8, 2026, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 125,073,249 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. All matters voted on at the Annual Meeting were approved. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:
 Proposal 1. The election of three Class III directors to hold office until the 2029 annual meeting of stockholders or until their respective successors are elected:

 Nominee Votes for Votes withheld Broker Non-Votes
 Patrick J. Heron 62,830,439 30,446,098 14,868,017
 Neha Krishnamohan 74,956,903 18,319,634 14,868,017
 Todd Franklin Watanabe 75,771,853 17,504,684 14,868,017

 Proposal 2. The ratification of the selection, by the Audit Committee of the Board of Directors, of Ernst & Young LLP, as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026:

 Votes for Votes against Abstentions
 107,867,442 15,748 261,364

 Proposal 3. Approval, on a non-binding advisory basis of the compensation of the Company’s named executive officers:

 Votes for Votes against Abstentions Broker Non-Votes
 88,728,269 3,723,408 824,860 14,868,017

 Item 8.01    Other Events
 As part of a regular review of the corporate governance practices of the Company and in an effort to continue to attract and retain qualified members of the Company’s Board of Directors (the “Board”), which includes compensating eligible non-employee directors appropriately for their services, the Compensation Committee of the Board recommended to the Board, and the Board approved, revisions to the Arcutis Biotherapeutics, Inc. Amended and Restated Non-Employee Director Compensation Program (the “A&R Program”), which provides annual cash and equity compensation on the terms and conditions contained therein. The A&R Program became effective as of the Annual Meeting.
 The foregoing description of the A&R Program is only a summary and is qualified in its entirety by the full text of the A&R Program, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 Item 9.01    Financial Statements and Exhibits
 (d) Exhibits

 Exhibit No.
 Description

 10.1
 Amended and Restated Non-Employee Director Compensation Program

 104
 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 ARCUTIS BIOTHERAPEUTICS, INC.

 Date: June 09, 2026 By:
 /s/ Latha Vairavan
 Latha Vairavan
 Chief Financial Officer

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