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): October 10, 2019
INTERPACE DIAGNOSTICS GROUP, INC.
(Exact name of Registrant as specified in its charter)
| DELAWARE | | 0-24249 | | 22-2919486 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
Morris Corporate Center 1, Building C
300 Interpace Parkway,
Parsippany, NJ 07054
(Address, including zip code, of Principal Executive Offices)
(855) 776-6419
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:
| [ ] | 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, $0.01 par value per share | | IDXG | | The Nasdaq Stock Market LLC |
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 October 10, 2019, Interpace Diagnostics Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The following proposals were voted on and approved by the Company’s stockholders at the Annual Meeting with the stockholders having voted as set forth below:
| Proposal 1: | To elect one Class I member of the Board of Directors of the Company, who will serve for a term of three years and until such director’s successor is elected and qualified. |
| | | For | | Withhold | | Broker Non-Vote |
| Stephen J. Sullivan | | | 11,764,792 | | | | 1,211,818 | | | | 16,592,412 | |
| Proposal 2: | To approve the Interpace Diagnostics Group, Inc. 2019 Equity Incentive Plan. |
| For | | Against | | Abstain | | Broker Non-Vote |
| | 9,300,992 | | | | 3,573,077 | | | | 102,541 | | | | 16,592,412 | |
| Proposal 3: | To approve the Interpace Diagnostics Group, Inc. Employee Stock Purchase Plan. |
| For | | Against | | Abstain | | Broker Non-Vote |
| | 10,208,651 | | | | 2,719,748 | | | | 48,211 | | | | 16,592,412 | |
| Proposal 4: | To approve, under applicable Nasdaq Listing Rules, issuances of shares of the Company’s Common Stock upon conversion of the Company’s Preferred Stock in excess of 19.99% of the Company’s Common Stock outstanding prior to such issuances. |
| For | | Against | | Abstain | | Broker Non-Vote |
| | 12,187,415 | | | | 706,869 | | | | 82,326 | | | | 16,592,412 | |
| Proposal 5: | To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. |
| For | | Against | | Abstain | | Broker Non-Vote |
| | 29,181,857 | | | | 164,008 | | | | 123,156 | | | | - | |
| Proposal 6: | To adjourn the Annual Meeting. |
| For | | Against | | Abstain | | Broker Non-Vote |
| | 28,171,373 | | | | 821,741 | | | | 219,182 | | | | 356,726 | |
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.
| | Interpace Diagnostics Group, Inc. |
| | |
| | /s/ Jack E. Stover |
| | Jack E. Stover |
| | President and Chief Executive Officer |
Date: October 15, 2019
