Anteris Technologies Global Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Industrial Specialties
Health Care
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): December 3, 2025
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: +61 7 3152 3200
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
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Trading
Symbol(s)
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Name of each exchange
on which registered
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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
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On December 3, 2025, Anteris Technologies Global Corp. (the “Company”) held its Annual Meeting of its stockholders (the “Annual Meeting”) at which a
quorum was present. The matters listed below were submitted to a vote of the Company’s stockholders at the Annual Meeting through the solicitation of proxies. Detailed descriptions of the proposals are included in the Company’s definitive proxy
statement on Schedule 14A filed with the Securities and Exchange Commission on November 10, 2025 (the “Proxy Statement”).
A total of 20,980,141 shares of the Company’s common stock were present at the Annual Meeting in person, by virtual attendance, or by proxy, which
represents approximately 54.6% of the shares of common stock outstanding as of October 30, 2025, which was the record date for the Annual Meeting.
Proposal 1A: Election of John Seaberg as Director
The Company’s stockholders approved the election of John Seaberg as a Class I director to serve until the 2028 annual meeting of stockholders and until
his successor is duly elected and qualified or until the earlier of his death, resignation, disqualification or removal. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
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14,305,918
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2,366,543
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580,841
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Proposal 1B: Election of Gregory Moss as Director
The Company’s stockholders approved the election of Gregory Moss as a Class I director to serve until the 2028 annual meeting of stockholders and until
his successor is duly elected and qualified or until the earlier of his death, resignation, disqualification or removal. The final voting results are as follows:
| Votes For |
Votes
Against |
Abstentions |
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15,653,027
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1,004,903
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595,372
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Proposal 2: Appointment of KPMG
The Company’s stockholders approved the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the
2025 fiscal year. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
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20,620,868
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146,666
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212,607
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Proposal 3: Grant of RSUs to Wayne Paterson (IPO)
The Company’s stockholders approved, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant of 1,000,000 restricted stock
units (“RSUs”) to Wayne Paterson in connection with the Company's U.S. initial public offering (the “IPO”), on the terms and conditions set out in the Proxy Statement. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
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13,208,624
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1,658,798
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2,385,880
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Proposal 4: Grant of RSUs to John Seaberg (IPO)
The Company’s stockholders approved, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant of 83,333 RSUs to John Seaberg in
connection with the IPO, on the terms and conditions set out in the Proxy Statement. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
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13,232,053
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2,002,822
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2,018,427
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Proposal 5: Grant of RSUs to Stephen Denaro (IPO)
The Company’s stockholders approved, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant of 41,666 RSUs to Stephen Denaro
in connection with the IPO, on the terms and conditions set out in the Proxy Statement. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
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13,235,783
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1,999,302
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2,018,217
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Proposal 6: Election of Gregory Moss as Director
The Company’s stockholders approved, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant of 52,742 RSUs to Gregory Moss in
connection with appointment to the Board, on the terms and conditions set out in the Proxy Statement. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
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13,526,644
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1,707,591
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2,019,067
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Proposal 7: Grant of RSUs to David Roberts
The Company’s stockholders approved, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant of 52,742 RSUs to David Roberts
in connection with i.e. "David Roberts in connection with his appointment" appointment to the Board, on the terms and conditions set out in the Proxy Statement. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
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13,531,294
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1,702,941
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2,019,067
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Proposal 8: Grant of RSUs to John Seaberg
The Company’s stockholders approved, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant of $250,000 (in grant date value)
of RSUs to John Seaberg in connection with the annual meeting for the 2025 fiscal year, on the terms and conditions set out in the Proxy Statement. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
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13,102,222
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2,166,611
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1,984,469
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Proposal 9: Grant of RSUs to Stephen Denaro
The Company’s stockholders approved, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant of $125,000 (in grant date value)
of RSUs to Stephen Denaro in connection with the annual meeting for the 2025 fiscal year, on the terms and conditions set out in the Proxy Statement. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
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13,090,812
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2,173,577
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1,988,913
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Proposal 10: Grant of RSUs to Gregory Moss
The Company’s stockholders approved, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant of $61,644 (in grant date value)
of RSUs to Gregory Moss in connection with the annual meeting for the 2025 fiscal year, on the terms and conditions set out in the Proxy Statement. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
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13,150,782
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2,112,607
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1,989,913
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Proposal 11: Grant of RSUs to David Roberts
The Company’s stockholders approved, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant of $61,644 (in grant date value)
of RSUs to David Roberts in connection with the annual meeting for the 2025 fiscal year, on the terms and conditions set out in the Proxy Statement. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
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13,143,511
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2,119,468
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1,990,323
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Proposal 12: Adjustments for Employee Incentive Plan Exercise Price
The Company’s stockholders approved, for the purposes of ASX Listing Rule 6.23.4 and for all other purposes, adjustments to the exercise price of
certain stock options previously granted under the Company’s Employee Incentive Plan, on the terms and conditions set out in the Proxy Statement. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
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13,230,229
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2,029,493
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1,993,580
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Proposal 13: Amendments to 2017 and 2020 Incentive Plans
The Company’s stockholders approved, for the purposes of ASX Listing Rule 6.23.4 and for all other purposes, amendments to the terms of stock options
previously granted under the Company’s 2017 Incentive Plan and 2020 Incentive Plan, as set out in the Proxy Statement. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
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13,177,832
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2,076,481
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1,998,989
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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.
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Anteris Technologies Global Corp. | |
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| Date: December 3, 2025 |
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By: |
/s/ Wayne Paterson |
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Name: |
Wayne Paterson |
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Title: | Vice Chairman and Chief Executive Officer |