Novo Integrated Sciences Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 22, 2024, Novo Integrated Sciences, Inc. (the “Company”) held its 2024 virtual annual meeting of stockholders (the “Annual Meeting”) to vote on the three matters listed below (referred to as Proposals 1, 3 and 4, respectively, in the Company’s definitive proxy statement mailed to stockholders and filed with the Securities and Exchange Commission on October 17, 2024, as supplemented). As previously disclosed, the Company withdrew Proposal 2 (approval of the potential issuance of shares of the Company’s common stock in excess of 19.99% of the Company’s outstanding common stock pursuant to listing rules of the Nasdaq Capital Market, as described in the proxy statement) from consideration at the Annual Meeting. Accordingly, no voting results are provided with regard to Proposal 2.
Election of Directors (Proposal 1)
Three of the five nominees (Robert Mattacchione, Christopher David and Sarfaraz Ali) were elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next annual meeting of stockholders and until their successors have been duly elected and have qualified. Two of the five nominees (Alex Flesias and Michael Pope) were not elected, in accordance with the voting results listed below. Mr. Flesias and Mr. Pope will continue to serve as members of the Board of Directors until successors are duly elected and qualified.
| Nominee | For | Against | Abstain | Broker Non- Votes | ||||||||||||
| Robert Mattacchione | 3,244,243 | 1,493,670 | 22,047 | 3,547,141 | ||||||||||||
| Christopher M. David | 3,423,229 | 1,307,511 | 29,220 | 3,547,141 | ||||||||||||
| Alex Flesias | 2,245,949 | 2,483,979 | 30,032 | 3,547,141 | ||||||||||||
| Michael Pope | 2,251,665 | 2,479,437 | 28,858 | 3,547,141 | ||||||||||||
| Sarfaraz Ali | 2,633,813 | 2,101,326 | 24,821 | 3,547,141 | ||||||||||||
Approval of Reverse Stock Split (Proposal 3)
Stockholders voted to approve an amendment of the Company’s Amended and Restated Articles of Incorporation, as amended, to effectuate a reverse stock split of the Company’s outstanding shares of common stock, at a ratio of no less than 1-for-10 and no more than 1-for-30, with such ratio to be determined at the sole discretion of the Company’s Board of Directors, in accordance with the voting results listed below.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 4,825,661 | 3,436,329 | 45,111 | - | |||||||||||
Ratification of Auditors (Proposal 4)
Stockholders voted to ratify the appointment of Fruci & Associates II, PLLC as the Company’s independent registered public accounting firm for the fiscal year ended August 31, 2025, in accordance with the voting results listed below.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 6,542,661 | 1,384,614 | 379,826 | - | |||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Novo Integrated Sciences, Inc. | ||
| Dated: November 29, 2024 | By: | /s/ Robert Mattacchione |
| Robert Mattacchione | ||
| Chief Executive Officer | ||