Biofrontera Shareholders Approve Board Picks, 5M-Share Incentive Plan Boost

Biofrontera (NASDAQ:BFRI) stockholders approved all three proposals presented at the company’s annual meeting, including the election of two Class II directors and an expansion of the company’s 2021 Omnibus Incentive Plan, according to preliminary voting results announced during the meeting.

Chief Executive Officer and Chairman Hermann Lübbert presided over the virtual meeting, which was recorded by the company. Lübbert said the meeting had been duly called and that a quorum was present.

As of the April 21, 2026, record date, there were 16,750,083 eligible votes that could be cast at the meeting. Lübbert said Inspector of Elections Gary Beaver of Computershare reported that at least 11,630,133 votes had been cast, representing approximately 69.4% of the total eligible votes. That exceeded the required threshold of more than one-third of the voting power of all issued and outstanding shares entitled to vote.

Directors elected to Class II seats

Stockholders elected Beth Hoffman and Kevin Weber as Class II directors. They will serve until the company’s 2029 annual meeting of stockholders and until their successors have been elected and qualified, or until an earlier death, resignation or removal.

Lübbert introduced several company representatives and advisers in attendance, including directors John Borer, Beth Hoffman and Heikki Lanckriet. Also present were Chief Financial Officer Fred Leffler, Chief Commercial Officer George Jones, representatives from CBIZ CPAs, legal counsel from Gunster, Yoakley & Stewart, Corporate Counsel Dan Haakenson and Computershare’s Gary Beaver, who served as Inspector of Elections.

Incentive plan amendment approved

Stockholders also approved an amendment and restatement of Biofrontera’s 2021 Omnibus Incentive Plan. The amendment increases the number of shares of common stock authorized for issuance under the plan by 5 million shares, raising the total from 3,750,000 shares to 8,750,000 shares.

The proposal was one of three items of business brought before the meeting by the company’s board of directors and described in Biofrontera’s proxy statement filed with the Securities and Exchange Commission on April 30, 2026.

Auditor ratification passes

Stockholders ratified the appointment of CBIZ CPAs, P.C. as Biofrontera’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2026.

The company said Computershare had delivered an affidavit of mailing confirming that the notice of the meeting and proxy card were mailed on May 1, 2026, to each stockholder of record as of the close of business on April 21, 2026.

No stockholder questions submitted

During the meeting, stockholders and proxy holders were able to submit questions through the virtual meeting platform, subject to the meeting’s rules of conduct. Lübbert said no questions were received before the polls were closed at 10:09 a.m.

The company said any votes cast during the virtual meeting before the polls closed but not reflected in the preliminary report would be included in the Inspector of Elections’ final report. Biofrontera also said it will publish final voting results in a current report on Form 8-K, as required by SEC rules.

About Biofrontera (NASDAQ:BFRI)

Biofrontera AG is a specialty biopharmaceutical company focused on the research, development and commercialization of products for dermatological applications. The company’s core expertise lies in photodynamic therapy (PDT), a treatment modality that uses a photosensitizing agent activated by a specific light source to target diseased skin cells while sparing surrounding healthy tissue.

The flagship product in Biofrontera’s portfolio is Ameluz (aminolevulinic acid hydrochloride 10 % gel), which has received marketing approval in the European Union for treatment of actinic keratosis and basal cell carcinoma, and in the United States for actinic keratosis.