UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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): ~~May~~June 724, 2021

Flexion Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	~~001-36287~~	~~26-1388364~~	001-36287	26-1388364
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)			(Commission File Number)	(IRS EmployerIdentification No.)
10 Mall Road, Suite 301 Burlington, Massachusetts		01803
10 Mall RoadSuite 301
(Address of Principal Executive Offices)		(Zip Code)
Burlington, Massachusetts				01803
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 305-7777

(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))

☐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~~TradingSymbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	FLXN	The Nasdaq Global Market
Common Stock, $0.001 par value per share	FLXN	Nasdaq Global 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 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

~~On May 12, 2021,~~ Flexion Therapeutics, Inc. (“Flexion”) ~~issued~~held aits ~~press~~2021 ~~release~~Annual ~~announcing~~Meeting ~~its~~of ~~financial~~Stockholders ~~results for~~ (the ~~quarter~~“Annual ~~ended~~Meeting”) ~~March~~on June 3124, 2021. At the Annual Meeting, ~~and~~Flexion’s ~~made~~stockholders ~~available~~(i) elected onthe ~~its~~three ~~corporate~~Class ~~website~~I adirectors ~~presentation~~to serve on the Board of ~~certain~~Directors ~~additional~~of ~~operating~~Flexion ~~results.~~(the ~~Copies~~“Board”) until Flexion’s 2024 Annual Meeting of Stockholders and until the ~~press~~director’s ~~release~~successor has been duly elected and ~~presentation~~qualified, ~~are~~or, ~~attached~~if ~~hereto~~sooner, until the director’s death, resignation, or removal; (ii) ratified the selection, by the Audit Committee of the Board (the “Audit Committee”), of PricewaterhouseCoopers LLP as ~~Exhibits~~Flexion’s independent registered public accounting firm for its fiscal year ending December ~~99.1~~31, 2021; and 99(iii) approved, on an advisory basis, the compensation of Flexion’s named executive officers, as disclosed in Flexion’s 2021 Proxy Statement.2 There were 49,942,069 ~~respectively~~outstanding shares eligible to vote as of April 26, 2021, the record date for the Annual Meeting.

The ~~information~~directors inelected ~~this~~to ~~Item 2.02~~the ~~and~~Board, ~~Exhibits 99.1~~as ~~and~~well ~~99.2~~as ~~hereto~~the isnumber ~~being~~of ~~furnished~~votes ~~and~~cast ~~shall not be deemed “filed”~~ for, ~~the~~votes ~~purposes~~withheld ofand ~~Section 18~~broker ofnon-votes ~~the~~with ~~Securities~~respect ~~Exchange~~to ~~Act~~each of ~~1934,~~these ~~as amended~~individuals, orare ~~the~~set ~~Exchange~~forth ~~Act, or otherwise subject to the liabilities of that section.~~below:

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Director	For	Withheld	Broker Non-Votes
Michael D. Clayman, M.D.	29,434,502.75	6,354,904.01	8,246,635.00
Elizabeth Kwo, M.D.	33,810,284.75	1,979.122.01	8,246,635.00
Ann Merrifield	29,220,436.75	6,568,970.01	8,246,635.00

~~(b)On~~The ~~May 7,~~proposal ~~2021,~~to ~~David~~ratify ~~Arkowitz~~the ~~informed~~selection usby ofthe ~~his~~Audit ~~intention~~Committee toof ~~resign~~PricewaterhouseCoopers ~~his~~LLP ~~employment.~~as ~~Mr. Arkowitz~~Flexion’s ~~last~~independent ~~day~~registered ofpublic ~~employment~~accounting isfirm ~~expected~~for toits befiscal ~~May~~year ending December 31, 2021., received the following votes:

(c)On May 12, 2021, the Board of Directors of Flexion (the “Board”) appointed Frederick W. Driscoll as Chief Financial Officer, principal financial officer, and principal accounting officer, effective upon the termination of Mr. Arkowitz’s employment with Flexion.


For	Against	Abstentions	Broker Non-Votes
43,851,327.76	74,247.00	110,467.00	-

~~Mr. Driscoll,~~The ~~age~~proposal ~~70, served as Chief Financial Officer of Flexion from 2013~~ to ~~2017. Prior to joining Flexion in 2013~~approve, ~~Mr. Driscoll~~on ~~served~~an asadvisory ~~Chief Financial Officer at Novavax~~basis, ~~Inc.,~~the acompensation ~~publicly~~of ~~traded~~Flexion’s ~~biopharmaceutical~~named ~~company,~~executive ~~starting in 2009; Chief Executive Officer at Genelabs Technologies~~officers, ~~Inc., a publicly traded biopharmaceutical and diagnostics company, from 2008 to 2009, and~~ as ~~its~~disclosed ~~Chief~~in ~~Financial~~the ~~Officer~~2021 ~~from~~Proxy ~~2007~~Statement toreceived ~~2008;~~the ~~Chief~~following Financial Officer at Astraris, Inc., a private biotechnology company, from 2006 to 2007; and Chief Executive Officer at OXiGENE, Inc., a biopharmaceutical company, from 2002 to 2006. Mr. Driscoll earned a bachelor’s degree in accounting and finance from Bentley University.votes:

There are no arrangements or understandings between Mr. Driscoll and any other person pursuant to which he was appointed as an officer of Flexion, and there is no family relationship between Mr. Driscoll and any of Flexion’s directors or executive officers.


For	Against	Abstentions	Broker Non-Votes
32,672,482.45	1,182,470.31	1,934,454.00	8,246,635.00

~~Employment~~Each ~~Terms~~of ~~for~~the Mrforegoing voting results from the Annual Meeting is final. ~~Driscoll~~

In connection with his appointment as Chief Financial Officer, Mr. Driscoll is expected to enter into an employment agreement with Flexion based on terms approved by the Board. Per these terms, Mr. Driscoll would be initially entitled to receive an annual base salary of $445,000 and an annual bonus of up to 45% of his annual base salary (pro-rated for 2021) based upon the Board’s assessment of Flexion’s attainment of targeted goals in the Board’s sole discretion. As approved by the Board, Mr. Driscoll would be awarded an option to purchase 168,000 shares of Flexion’s common stock and a restricted stock unit award covering 28,000 shares of common stock pursuant to Flexion’s 2013 Equity Incentive Plan. With respect to the option shares, 25% would vest on the first anniversary of Mr. Driscoll’s start date, with the remainder vesting in 36 equal monthly installments thereafter, subject to Mr. Driscoll’s continued service. With respect to the restricted stock unit award, 25% of the shares would vest on each one-year anniversary of Mr. Driscoll’s employment commencement date, such that all of the shares subject to the restricted stock unit award would be fully vested four years from that commencement date, subject to Mr. Driscoll’s continued service. It is expected that, pursuant to his employment agreement, Mr. Driscoll would be entitled to severance benefits and other payments upon the occurrence of certain events. Mr. Driscoll is also expected to enter into Flexion’s standard form of proprietary information, inventions, non-solicitation and non-competition agreement, as well as Flexion’s standard form of indemnity agreement for directors and officers.

The foregoing summary of Mr. Driscoll’s employment terms does not purport to be complete and is qualified in its entirety by reference to a complete employment agreement to be entered into by Mr. Driscoll and Flexion, a copy of which will be filed with the Securities and Exchange Commission as an exhibit to Flexion’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that are based on the current expectations and beliefs of Flexion. Statements contained in this Current Report on Form 8-K regarding matters that are not historical facts are forward-looking statements, including, but not limited to, statements relating to Mr. Driscoll’s potential employment by, and entry into an employment agreement with, Flexion. These forward-looking statements are based on management’s expectations and assumptions as of the date of this report and are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, without limitation, the risk that Mr. Driscoll and Flexion may not agree to additional terms relating to his employment, as well as other risks and uncertainties described in Flexion’s filings with the SEC, including under the heading “Risk Factors” in Flexion’s Annual Report on Form 10-K for the quarter and year

ended December 31, 2020, filed with the SEC on March 10, 2021, and subsequent filings with the SEC. There can be no assurance that Flexion will sell any Shares under the Distribution Agreement on the anticipated terms, or at all. The forward-looking statements in this Current Report on Form 8-K speak only as of the date hereof, and Flexion undertakes no obligation to update or revise any of the statements. Flexion cautions investors not to place considerable reliance on the forward-looking statements contained in this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number		Description
99.1		Press Release of Flexion Therapeutics, Inc. dated May 12, 2021
99.2		Presentation of Flexion Therapeutics, Inc. dated May 12, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

	~~Flexion Therapeutics, Inc.~~		Flexion Therapeutics, Inc.
Date: May 12, 2021	By:	/s/ Mark S. Levine
Date:	June 25, 2021	By:	/s/ Mark S. Levine
		Mark S. Levine
			Mark S. LevineGeneral Counsel and Corporate Secretary
		General Counsel and Corporate Secretary

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