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    Ekso Bionics Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/10/24 5:28:29 PM ET
    $EKSO
    Industrial Machinery/Components
    Industrials
    Get the next $EKSO alert in real time by email
    ekso20240610_8k.htm
    false 0001549084 0001549084 2024-06-06 2024-06-06
     

    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
     
    June 6, 2024
    Date of Report (date of earliest event reported)
     
    Ekso Bionics Holdings, Inc.
    (Exact name of registrant as specified in its charter)
     
    Nevada 001-37854 99-0367049
    (State or other jurisdiction of
    incorporation or organization)
    (Commission File Number) (I.R.S. Employer Identification No.)
         
    101 Glacier Point, Suite A         San Rafael         California 94901
    (Address of Principal Executive Offices) (Zip Code)
     
    (510) 984-1761
    Registrant's telephone number, including area code
     
    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 (see General Instruction A.2. below):
     
    ☐
    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))
     
    Securities registered pursuant to Section 12(b) of the Act:
     
     
    Title of each class
    Trading Symbol(s) Name of each exchange on which registered
    Common Stock, $0.001 par value per share EKSO NASDAQ Capital 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 5.07. Submission of Matters to a Vote of Security Holders.
     
    On June 6, 2024, Ekso Bionics Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the "Annual Meeting").
     
    Of the 18,099,260 shares of common stock outstanding and entitled to vote at the Annual Meeting, 11,425,241 shares were present at the Annual Meeting either virtually or by proxy, constituting a quorum. The stockholders voted on the following proposals at the Annual Meeting:
     
     
    1.
    To elect five persons to the Company’s board of directors, to serve until the annual meeting of stockholders to be held in 2025 and until their respective successors are elected and qualified, or until their earlier death, resignation or removal;
     
    2.
    To approve the extension of the term of the Company’s Amended and Restated 2014 Equity Incentive Plan until April 15, 2034 and to establish the total number of shares of common stock authorized for issuance pursuant to awards granted thereunder to 4,724,286 (an increase in the total number of shares of common stock authorized for issuance pursuant to awards of 1,000,000 as compared to the prior total number of shares of common stock authorized for issuance pursuant to awards under the Company’s Amended and Restated 2014 Equity Incentive Plan prior to its expiration);
     
    3.
    To approve, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers;
     
    4.
    To approve, in an advisory (non-binding) vote, the frequency of future stockholder advisory votes on the compensation of our named executive officers; and
      5. To ratify the appointment of WithumSmith+Brown, PC as the Company’s independent auditors for the year ending December 31, 2024.
     
    For more information about the foregoing proposals, see the Company’s proxy statement, filed with the Securities and Exchange Commission on April 26, 2024.
     
    The voting results for each of the proposals are as follows:
     
    1.
    Election of Directors
     
    Nominee
     
    For
     
    Withheld
     
    Broker Non-votes
    Scott G. Davis
     
    6,586,899
     
    472,228
     
    4,366,114
    Mary Ann Cloyd
     
    6,574,398
     
    484,729
     
    4,366,114
    Corinna Lathan, Ph.D.
     
    6,576,463
     
    482,664
     
    4,366,114
    Charles Li, Ph.D.
     
    6,551,394
     
    507,733
     
    4,366,114
    Deborah Lafer Scher
     
    6,653,592
     
    405,535
     
    4,366,114
     
    Each director nominee was duly elected to serve until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified, subject to earlier resignation or removal.
     
    2.
    Approve the Amended and Restated 2014 Equity Incentive Plan
     
    For
     
    Against
     
    Abstained
     
    Broker Non-votes
    5,903,408
     
    1,115,736
     
    39,983
     
    4,366,114
     
    The stockholders approved the extension of the term of the Company’s Amended and Restated 2014 Equity Incentive Plan to until April 15, 2034 and the establishment of the total number of shares of common stock authorized for issuance pursuant to awards granted thereunder to 4,724,286 (an increase in the total number of shares of common stock authorized for issuance pursuant to awards of 1,000,000 as compared to the total number of shares of common stock authorized for issuance pursuant to awards under the Company’s Amended and Restated 2014 Equity Incentive Plan prior to its expiration).
     
    3.
    Advisory Vote on Named Executive Officer Compensation
     
    For
     
    Against
     
    Abstained
     
    Broker Non-votes
    6,303,399
     
    631,663
     
    124,065
     
    4,366,114
     
    The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
     
    4.
    Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation
     
    1 Year
     
    2 Years
     
    3 Years
     
    Abstained
    6,840,255
     
    25,427
     
    125,746
     
    67,699
     
    The stockholders approved, on an advisory basis, the future advisory vote on compensation of the Company’s named executive officers to occur annually.
     
    5.
    Ratification of Appointment of Independent Registered Public Accounting Firm
     
    For
     
    Against
     
    Abstained
     
    Broker Non-votes
    11,245,624
     
    153,991
     
    25,626
     
    n/a
     
    The stockholders ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
     
     

     
     
    SIGNATURE
     
    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.
     
     
    EKSO BIONICS HOLDINGS, INC.
    By:
    /s/ Jerome Wong
    Name:
    Jerome Wong
    Title:
    Chief Financial Officer
           
      Dated: June 10, 2024  
     
     
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