UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
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Alberta, |
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(State or other jurisdiction of incorporation) |
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(Address of principal executive offices) |
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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):
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).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
An annual meeting of our shareholders was held on June 6, 2024 (the “Annual Meeting”). At the Annual Meeting, our shareholders voted on each of the following three matters:
| · | Proposal 1: Election of eight directors, each for a one-year term; |
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| · | Proposal 2: Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2024; and |
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| · | Proposal 3: An advisory vote to approve the compensation of our named executive officers as described in our management information circular and proxy statement for the Annual Meeting. |
According to the final vote, the Company’s stockholders approved proposals 1 and 2 and did not approve proposal 3.
The final vote results for each of these four matters is set forth below.
Proposal 1: Election of Eight Directors
For | Withheld | Broker Non-Vote | |
Jeffrey Rowe | 110,760,471 | 61,531,927 | 183,131,920 |
Robert Cohen | 104,897,697 | 67,394,701 | 183,131,920 |
Chris Macleod | 110,762,680 | 61,529,718 | 183,131,920 |
Pam Nichols | 113,970,507 | 58,321,891 | 183,131,920 |
Johnny D. Powers | 117,642,702 | 54,649,696 | 183,131,920 |
Sean Whelan | 110,747,785 | 61,544,613 | 183,131,920 |
Rodney Williams | 110,993,136 | 61,299,262 | 183,131,920 |
Larry Heaton | 103,625,393 | 68,667,005 | 183,131,920 |
Accordingly, stockholders elected all director nominees to hold office for terms expiring at the Company’s 2025 annual meeting of stockholders.
Proposal 2: Ratification of Independent Auditors
For: |
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| 288,330,513 |
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Withheld: |
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| 67,093,805 |
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Total: |
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| 355,424,318 |
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Accordingly, stockholders ratified the appointment of Grant Thornton, LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2023.
Proposal 3: Advisory Vote on the Company’s Executive Compensation
The votes cast on the advisory vote to approve the compensation of our named executive officers disclosed in our management information circular and proxy statement for the Annual Meeting were as follows:
For: |
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| 79,412,285 |
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Against: |
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| 88,436,460 |
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Abstain: |
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| 4,443,654 |
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Broker Non-Vote |
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| 183,131,919 |
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Accordingly, stockholders failed to approve, on a non-binding advisory basis, the compensation paid to our named executive officers.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
| Description |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
Zomedica Corp. | |||
By: | /s/ Peter Donato | ||
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| Peter Donato Chief Financial Officer | |
Date: June 7, 2024 |
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