Viemed Healthcare Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$VMD
Misc Health and Biotechnology Services
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): June 6, 2024
(Exact name of registrant as specified in its charter)
British Columbia, | N/A | |||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(337 ) 504-3802
(Registrant’s telephone number, including area code)
(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 | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Viemed Healthcare, Inc. (the “Company”) held its Annual & Special Meeting of Shareholders (the “Meeting”) on June 6, 2024. At the Meeting, the Company’s shareholders, upon the recommendation of the Company’s Board of Directors (the “Board”), approved the Company’s 2024 Long Term Incentive Plan (the “Plan”). A summary of the Plan is set forth in the Company’s Management Information and Proxy Circular filed with the Securities and Exchange Commission on April 26, 2024. That summary and the above description of the Plan do not purport to be complete and are qualified in their entirety by reference to the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Meeting, the Company's shareholders voted on: (1) eight nominated directors to be elected to the Board to serve until the close of the next annual meeting of shareholders or until their successors are elected; (2) the appointment of Ernst & Young LLP as auditors of the Company for the fiscal year ending December 31, 2024 and authorizing the Board to fix their remuneration and (3) an ordinary resolution to ratify, confirm, and approve the Plan.
The tables below set forth the number of votes cast for, against, or withheld, and the number of broker non-votes for each matter voted on by the Company’s shareholders.
1. Election of Directors
Each of the eight nominees listed below were elected as directors of the Company to hold office until the next annual meeting of shareholders or until their successors are elected.
| Name | Votes For | % For | Votes Withheld | % Withheld | ||||||||||||||||||||||
| Casey Hoyt | 24,576,928 | 97.47% | 638,985 | 2.53% | ||||||||||||||||||||||
| W. Todd Zehnder | 24,488,105 | 97.11% | 727,808 | 2.89% | ||||||||||||||||||||||
| William Frazier | 24,167,031 | 95.84% | 1,048,882 | 4.16% | ||||||||||||||||||||||
| Randy Dobbs | 24,853,882 | 98.56% | 362,031 | 1.44% | ||||||||||||||||||||||
| Nitin Kaushal | 21,286,564 | 84.42% | 3,929,349 | 15.58% | ||||||||||||||||||||||
| Timothy Smokoff | 21,750,402 | 86.26% | 3,465,511 | 13.74% | ||||||||||||||||||||||
| Bruce Greenstein | 20,524,212 | 81.39% | 4,691,701 | 18.61% | ||||||||||||||||||||||
| Sabrina Heltz | 23,970,293 | 95.06% | 1,245,620 | 4.94% | ||||||||||||||||||||||
The number of broker non-votes for all directors was 4,302,487.
2. Appointment of Auditors
The shareholders approved the appointment of Ernst & Young LLP as auditors of the Company for the fiscal year ending December 31, 2024 and the authorization of the Board to fix their remuneration.
| Votes For | % For | Votes Withheld | % Withheld | Broker Non-Votes | ||||||||||||||||||||||
| 29,420,869 | 99.67% | 97,531 | 0.33% | — | ||||||||||||||||||||||
3. Security Based Compensation Plan
The shareholders passed an ordinary resolution to ratify, confirm, and approve the Plan.
| Votes For | % For | Votes Against | % Against | Broker Non-Votes | |||||||||||||||||||||||||
| 17,451,585 | 69.21% | 7,764,328 | 30.79% | 4,302,487 | |||||||||||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101 | |||||||
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.
Date: June 6, 2024
| VIEMED HEALTHCARE, INC. | ||||||||
| By: | /s/ Trae Fitzgerald | |||||||
| Trae Fitzgerald | ||||||||
| Chief Financial Officer | ||||||||