Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 30, 2024, the Board of Directors (the “Board”) of Helius Medical Technologies, Inc. (the “Company”) adopted a First Amendment (the “Amendment”) to the Helius Medical Technologies, Inc. 2022 Equity Incentive Plan (the “2022 Equity Incentive Plan”). On June 27, 2024, at the Annual Meeting (as defined below), the stockholders of the Company approved the Amendment.
Pursuant to the terms and conditions of the Amendment, the 2022 Equity Incentive Plan was amended to:
| ● | increase the aggregate number of shares of Common Stock that may be issued under the 2022 Equity Incentive Plan to 2,089,000 new shares; |
| ● | automatically increase on January 1st of each year for a period of five years commencing on January 1, 2025 and ending on (and including) January 1, 2029, the aggregate number of shares of Common Stock that may be issued pursuant to Awards (as defined in the 2022 Equity Incentive Plan) by an amount equal to 5% of the Fully Diluted Shares (as defined in the 2022 Equity Incentive Plan) as of the last day of the preceding calendar year, provided, however that the Board may act prior to the effective date of any such annual increase to provide that the increase for such year will be a lesser number of shares of Common Stock; and |
| ● | increase the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options (as defined in the 2022 Equity Incentive Plan) to 5,000,000 shares. |
A copy of the Amendment to the 2022 Equity Incentive Plan is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of the Company held on June 27, 2024, the Company’s stockholders: (i) elected six directors, each to serve for a one-year term until the 2025 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal; (ii) ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; (iii) approved (on an advisory basis) the compensation of the Company’s named executive officers; (iv) approved the Amendment; and (v) approved authorization of one or more adjournments to the annual meeting to solicit additional proxies in the event there were insufficient votes to approve Proposal 4 described above.
Proposal 1: Election of six directors named in the accompanying proxy statement, each to serve for a one-year term until the 2025 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.
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Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
Blane Walter | | 766,603 | | 150,427 | | 499,444 |
Dane C. Andreeff | | 764,840 | | 152,190 | | 499,444 |
Edward M. Straw | | 755,301 | | 161,729 | | 499,444 |
Jeffrey S. Mathiesen | | 766,914 | | 150,116 | | 499,444 |
Paul Buckman | | 775,413 | | 141,617 | | 499,444 |
Sherrie Perkins | | 753,763 | | 163,267 | | 499,444 |
