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





On June 9, 2020, the Board of Directors (the "Board") of Agile Therapeutics,
Inc. (the "Company") appointed Sandra Carson, M.D. as a Class II member of the
Board. The Board appointed Dr. Carson to the Board's science and technology
committee and nominating and corporate governance committee.



Further, on June 9, 2020, the Board approved certain changes to the cash
compensation amounts payable to non-employee directors, effective June 1, 2020.
Each member of the Board who is not an employee of the Company will receive the
following cash compensation for Board services, as applicable:



 ·  $45,000 per year for service as a Board member;




 ·  $25,000 per year for service as lead independent director;




 ·  $20,000 per year for service as chairman of the audit committee;

· $15,000 per year for service as chairman of the compensation committee;

· $10,000 per year for service as chairman of the nominating and corporate


    governance committee;

· $12,500 per year for service as chairman of the science and technology


    committee; and

· $5,000 per year for service as a member of the nominating and corporate

governance committee, $7,500 per year for service as a member of the

compensation committee, and $10,000 per year for service as a member of the


    audit committee.




Dr. Carson will receive the standard cash compensation amounts payable to
non-employee directors of the Company described above, as well as the equity
compensation described in the Company's definitive proxy statement on Schedule
14A filed with the United States Securities and Exchange Commission on April 24,
2020 (the "Proxy Statement").



There are no arrangements or understandings between Dr. Carson and any other
person pursuant to which she was selected as a director. Since the beginning of
the Company's last year, there have not been any transactions, or currently
proposed transactions, or series of similar transactions, in which the Company
was a party and in which Dr. Carson had a direct or indirect material interest.

Additionally, on June 9, 2020, the Board appointed Seth H.Z. Fischer as lead independent director of the Board.

Item 5.07. Submission of Matters to a Vote of Security Holders.





At the 2020 annual meeting of stockholders (the "Annual Meeting") of the Company
held on June 9, 2020, the following proposals were submitted to the stockholders
of the Company:

Proposal 1: The election of two directors to serve as Class III directors until the


              Company's 2023 annual meeting of stockholders and until their
              successors are duly elected and qualified.

Proposal 2: Approval, on a non-binding advisory basis, of the 2019 compensation of


              our named executive officers.

Proposal 3: Approval, on a non-binding advisory basis, of the frequency of future


              stockholder votes on the compensation of our named executive

officers.

Proposal 4: The ratification of the appointment of Ernst & Young LLP as the


              Company's independent registered public accounting firm for

the fiscal


              year ending December 31, 2020.








For more information about the foregoing proposals, see the Proxy Statement. Of
the 87,213,212 shares of the Company's common stock entitled to vote at the
Annual Meeting, 67,779,163 shares, or approximately 77.7 %, were represented at
the meeting in person or by proxy, constituting a quorum. The number of votes
cast for, against, or withheld, as well as abstentions and broker non-votes, if
applicable, in respect of each such proposal is set forth below:

Proposal 1: Election of Directors.


The Company's stockholders elected the following two directors to serve as Class
III directors until the Company's 2023 annual meeting of stockholders and until
their successors are duly elected and qualified. The votes regarding the
election of the directors were as follows:



       Director                 Votes For    Votes Withheld   Broker Non-Votes
       Sharon Barbari           35,678,581      702,341          31,398,241
       Ajit S. Shetty, Ph.D.    33,958,661     2,422,261         31,398,241

Proposal 2: Advisory Non-Binding Vote on 2019 Executive Compensation.

The Company's stockholders approved, on a non-binding advisory basis, the 2019 compensation of our named executive officers. The votes regarding this proposal were as follows:




           Votes For    Votes Against   Votes Abstaining   Broker Non-Votes
           34,613,038      964,954          802.930           31,398,241

Proposal 3: Advisory Non-Binding Vote on Frequency of Stockholder Votes on Executive Compensation.

The Company's stockholders approved, on a non-binding advisory basis, conducting a stockholder vote on the compensation of our named executive officers every year. The votes regarding this proposal were as follows:




 Votes For One Year   Votes For Two Years   Votes For Three Years   Votes Abstaining
     34,968,560             256,402                430,882              725,078




Proposal 4:  Ratification of Appointment of Ernst & Young LLP.

The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The votes regarding this proposal were as follows:





                  Votes For     Votes Against    Votes Abstaining
                  66,734,249       268,352           776,562

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