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 14, 2022

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:

Securities registered pursuant to Section 12(b) of the Securities Act:

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 14, 2022, TRACON Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders at its corporate headquarters located at 4350 La Jolla Village Drive, Suite 800, San Diego, California 92122 at 8:00 a.m. pacific time (the “2022 Annual Meeting”). The Company had 19,867,752 shares of common stock outstanding and entitled to vote as of April 20, 2022, the record date for the 2022 Annual Meeting.  At the 2022 Annual Meeting, 10,617,878 shares of common stock of the Company were present or represented by proxy.

At the 2022 Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Proxy Statement.

At the 2022 Annual Meeting, the Company’s stockholders:

(1) elected Saundra Pelletier and Stephen T. Worland, Ph.D., as directors of the Company to hold office until the Company’s 2025 Annual Meeting of Stockholders;

(2) approved, on an advisory basis, the compensation of the Company’s named executive officers;

(3) indicated, on an advisory basis, the preferred frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers; and

(4) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

The following sets forth detailed information regarding the final certified results of the voting with respect to each matter voted upon at the 2022 Annual Meeting:

Proposal 1. Election of Directors

 Proposal 2. Approval, on an advisory basis, of the compensation of the Company’s named executive officers

 Proposal 3. To indicate, on an advisory basis, the preferred frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers

 Proposal 4. Ratification of the selection of Independent Registered Public Accounting Firm

Consistent with the preference of the Company’s stockholders indicated by the voting results for the advisory vote on the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers, the Company will include a stockholder advisory vote on the compensation of its named executive officers every year until the next required vote on the frequency of such advisory votes.

Each of the foregoing voting results from the 2022 Annual Meeting is final.

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.