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): May 29, 2020
The Joint Corp.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-36724 | | 90-0544160 |
| (State or other juris- | | (Commission file | | (IRS employer |
| diction of incorporation) | | number) | | identification number) |
16767 N. Perimeter Drive, Suite 110
Scottsdale, AZ 85260
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(480) 245-5960
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligations 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, $0.001 Par Value Per Share | JYNT | The NASDAQ Capital 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 (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 5.07 Submission of Matters to a Vote of Security Holders.
The 2020 annual meeting of stockholders of The Joint Corp. (the “Company”) was held on May 29, 2020. Set forth below is a brief description of each matter voted on at the meeting and the final voting results.
Proposal 1. The election of seven members of the Company’s board of directors for terms expiring at the 2021 annual meeting of stockholders. In accordance with the results below, each nominee was elected to serve as a director.
| | Votes For | Votes Against | Abstentions |
| Matthew E. Rubel | | 7,420,324 | | 43,243 | | 7,107 |
| James H. Amos, Jr. | | 7,367,180 | | 96,387 | | 7,107 |
| Ronald V. DaVella | | 7,304,736 | | 158,813 | | 7,125 |
| Suzanne M. Decker | | 7,450,156 | | 6,885 | | 13,633 |
| Peter D. Holt | | 7,387,116 | | 63,469 | | 20,089 |
| Abe Hong | | 7,379,137 | | 78,890 | | 12,647 |
| Glenn J. Krevlin | | 7,448,233 | | 9,590 | | 12,851 |
Proposal 2.The approval, on a non-binding advisory basis, of the compensation of the named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Company’s proxy statement for the 2020 annual meeting of stockholders. In accordance with the results below, the proposed resolution was approved.
Votes For | Votes Against | Abstentions |
| 7,210,751 | 114,937 | 144,986 |
Proposal 3. The approval, on a non-binding advisory basis, of the frequency of an advisory vote on the compensation of the named executive officers of the Company. In accordance with the results below, an annual non-binding advisory vote on the compensation of the named executive officers was approved.
| Votes for Every Year | Votes for Every Two Years | Votes for Every Three Years | Abstentions |
| 7,250,917 | 33,974 | 151,590 | 34,193 |
Proposal 4. The ratification of the selection of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. In accordance with the results below, the selection of Plante & Moran, PLLC was ratified.
| Votes For | Votes Against | Abstentions |
| 7,396,636 | 61,241 | 12,797 |
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.
Date: June 2, 2020
| | The Joint Corp. |
| | |
| | By | /s/ Peter D. Holt |
| | | Peter D. Holt |
| | | President and Chief Executive Officer |
