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): November 5, 2019
| ZOMEDICA PHARMACEUTICALS CORP. |
| (Exact name of registrant as specified in its charter) |
| Alberta, Canada | | 001-38298 | | N/A |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
| 100 Phoenix Drive, Suite 190, Ann Arbor, Michigan | | 48108 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (734) 369-2555
| |
| (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 Instruction 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. ☒
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 Shares, without par value | ZOM | NYSE American |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 5, 2019, Zomedica Pharmaceuticals Corp. (the “Company”) held its Annual and Special Meeting of Shareholders (the “Annual Meeting”). The matters voted on at the Annual Meeting were: (i) fixing the number of directors of the Company at six (6), (ii) the election of directors of the Company, (iii) the ratification of the appointment of the Company’s independent registered public accounting firm, and (iv) approval of the Company’s 2019 Stock Option Plan. Shareholders representing 69,531,652 shares, or 64.36%, of the common shares outstanding as of the September 16, 2019 record date were represented at the meeting in person or by proxy. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on October 2, 2019. The final voting results were as follows:
| | | |
| | 1. | The proposal to fix the number of directors of the Company to be elected at the meeting at six (6) was approved by the shareholders based upon the following votes: |
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES |
| 55,961,160 | 310 | 281,961 | 51,794,966 |
| | 2. | The shareholders elected the following nominees, Gerald Solensky, Jr., Shameze Rampertab, Jeffrey Rowe, James LeBar, Rodney Williams and Johnny D. Powers, as directors of the Company to serve until the 2020 annual meeting and until his successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. |
| | | |
| | | The votes were cast with respect to this matter as follows: |
| | | FOR | AGAINST | WITHELD | BROKER NON-VOTES | |
| | Gerald Solensky Jr. | 56,228,338 | | 15,094 | 51,794,966 | |
| | Shameze Rampertab | 56,213,730 | | 29,702 | 51,794,966 | |
| | Jeffrey Rowe | 56,224,777 | | 18,655 | 51,794,966 | |
| | James LeBar | 55,929,276 | | 314,156 | 51,794,966 | |
| | Rodney Williams Johnny D. Powers | 55,514,987 56,223,943 | | 728,445 19,489 | 51,794,966 51,794,966 | |
| | | | | | | |
| | | | | | | | | |
| | | |
| | 3. | The proposal to ratify the appointment of MNP LLP, Chartered Accountants as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2019 was approved by the shareholders based upon the following votes: |
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES |
| 69,366,289 | | 165,363 | 38,506,746 |
| | | |
| | 4. | The proposal to ratify and approve the Company’s 2019 Stock Option Plan was approved by the shareholders based upon the following votes: |
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES |
| 55,125,944 | 362,418 | 755,070 | 51,794,966 |
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 PHARMACEUTICALS CORP. |
| | | |
| | | |
| Date: November 5, 2019 | | By: /s/ Shameze Rampertab |
| | | Name: Shameze Rampertab |
| | | Title: Chief Financial Officer |
