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): August 2, 2018
Catasys, Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 001-31932 | | 88-0464853 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
11601 Wilshire Blvd, Suite 1100 Los Angeles, California | | 90025 |
(Address of principal executive offices) | | (Zip Code) |
| | | |
Registrant’s telephone number, including area code (310) 444-4300 |
| |
(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 Instructions 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))
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 August 2, 2018, Catasys, Inc. (the “Company”) held its 2018 Annual Meeting of stockholders (the “Annual Meeting”). The following matters were considered:
1. Election of Directors
Stockholders elected all of the Company’s nominees for director for one-year terms expiring on the next annual meeting of stockholders. The voting results were as follows:
| | For | Withhold | Broker Non-Vote |
| | | |
(1) Mr. Terren S. Peizer | 10,647,353 | 5,227 | 2,573,603 |
(2) Mr. Richard A. Anderson | 10,647,353 | 5,202 | 2,573,603 |
(3) Mr. Richard A. Berman | 10,647,353 | 5,202 | 2,573,603 |
(4) Mr. David E. Smith | 10,603,580 | 49,000 | 2,573,603 |
(5) Mr. Richard J. Berman | 10,571,755 | 80,825 | 2,573,603 |
(6) Mr. Michael Sherman | 10,598,684 | 53,896 | 2,573,603 |
2. Approval and Ratification of Auditors
Stockholders approved and ratified the appointment of EisnerAmper LLP to serve as the Company’s independent registered public accounting firm for the 2018 fiscal year. The voting results were as follows:
For | Against | Abstain | Broker Non-Vote |
| | | |
13,209,704 | 13,924 | 2,555 | 0 |
3. Advisory Say-on-Pay Resolution
Stockholders approved the following resolution “RESOLVED that the stockholders approve the compensation of the Company’s named executive officers as disclosed in the compensation tables and the related disclosure contained in the proxy statement. The voting results were as follows:
For | Against | Abstain | Broker Non-Vote |
| | | |
10,265,562 | 370,910 | 16,108 | 2,573,603 |
4. Advisory Resolution on Frequency of Say-on-Pay Resolution
Stockholders approved the following resolution “RESOLVED” that the stockholders wish the Company to include an advisory vote on the compensation of the Company’s named executive officers pursuant to Section 14A of the Securities Exchange Act of 1934 every (i) year, (ii) two years, or (iii) three years (select one). The voting results were as follows:
Three Years | Two Years | One year | Abstain | Broker Non-Vote |
| | | | | |
9,628,306 | 11,618 | 1,008,582 | 4,074 | 2,573,603 |
5. Amendment to the Company’s 2017 Stock Incentive Plan
Stockholders approved an amendment to the Company’s 2017 Stock Incentive Plan to provide for an additional 1,400,000 shares to be issued in connection with awards granted thereunder. The voting results were as follows:
For | Against | Abstain | Broker Non-Vote |
| | | | |
10,132,142 | 517,534 | 2,904 | 2,573,603 |
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.
Dated: August 3, 2018 | CATASYS, INC. |
| |
| By: | /s/ Christopher Shirley |
| Name: | Christopher Shirley |
| Title: | Chief Financial Officer |
3
