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): June 10, 2021
Viemed Healthcare, Inc.
(Exact name of registrant as specified in its charter)
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| British Columbia, Canada | | 001-38973 | | N/A |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
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| | |
625 E. Kaliste Saloom Rd. Lafayette, Louisiana | | 70508 |
| (Address of principal executive offices) | | (Zip Code) |
(337) 504-3802
(Registrant’s telephone number, including area code)
(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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common shares, no par value | VMD | 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 (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 3.03. Material Modification to Rights of Security Holders.
Viemed Healthcare, Inc. (the “Company”) held its Annual & Special Meeting of Shareholders (the “Meeting”) on June 10, 2021. At the Meeting, the Company’s shareholders approved amendments to the Company's Articles to (i) increase the quorum requirement applicable to meetings of shareholders, to one person holding, or representing by proxy, at least one-third of the issued and outstanding voting shares of the Company, and (ii) amend the alteration provisions of the Articles to allow for future amendments to the quorum requirement applicable to meetings of shareholders, to be affected by resolution of the Company's Board of Directors (the "Board"). The foregoing description of the amended Articles is qualified in its entirety by reference to the amended Articles, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Meeting, the Company's shareholders voted on: (1) eight nominated directors to be elected to the Board to serve until the close of the next annual meeting of shareholders or until their successors are elected; (2) the appointment of Ernst & Young LLP as auditors of the Company for the fiscal year ending December 31, 2021 and authorizing the Board to fix their remuneration; and (3) an ordinary resolution approving certain amendments to the Articles of the Company with respect to the quorum requirement for meetings of shareholders as described in Item 3.03 of this Current Report on Form 8-K.
The tables below set forth the number of votes cast for, against, or withheld, and the number of broker non-votes for each matter voted on by the Company’s shareholders.
1. Election of Directors
Each of the eight nominees listed below were elected as directors of the Company to hold office until the next annual meeting of shareholders or until their successors are elected.
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| Name | | Votes For | | % For | | Votes Withheld | | % Withheld |
| Casey Hoyt | | 22,752,331 | | 96.14% | | 914,671 | | 3.86% |
| W. Todd Zehnder | | 22,376,289 | | 94.55% | | 1,290,713 | | 5.45% |
| William Frazier | | 22,160,129 | | 93.63% | | 1,506,873 | | 6.37% |
| Randy Dobbs | | 22,437,938 | | 94.81% | | 1,229,064 | | 5.19% |
| Nitin Kaushal | | 19,025,825 | | 80.39% | | 4,641,176 | | 19.61% |
| Timothy Smokoff | | 22,440,514 | | 94.82% | | 1,226,488 | | 5.18% |
| Bruce Greenstein | | 22,074,330 | | 93.27% | | 1,592,671 | | 6.73% |
| Sabrina Heltz | | 23,011,497 | | 97.23% | | 655,505 | | 2.77% |
The number of broker non-votes for all directors (other than Messrs. Kaushal and Greenstein) was 1,713,052. The number of broker non-votes for Messrs. Kaushal and Greenstein was 1,713,053.
2. Appointment of Auditors
The shareholders approved the appointment of Ernst & Young LLP as auditors of the Company for the fiscal year ending December 31, 2021 and the authorization of the Board to fix their remuneration.
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| Votes For | | % For | | Votes Withheld | | % Withheld | | Broker Non-Votes |
| 25,293,814 | | 99.66% | | 86,239 | | 0.34% | | 1 |
3. Amendments to the Articles of the Company
The shareholders passed an ordinary resolution approving certain amendments to the Articles of the Company with respect to the quorum requirement for meetings of shareholders, as more particularly described in Item 3.03 of this Current Report on Form 8-K.
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| Votes For | | % For | | Votes Against | | % Against | | Broker Non-Votes |
| 23,190,903 | | 97.99% | | 476,100 | | 2.01% | | 1,713,051 |
Item 7.01. Regulation FD Disclosure.
On June 10, 2021, the Company issued a press release disclosing the voting results of the Meeting. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
Number | | Description |
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| 104 | | Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101 |
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.
Date: June 10, 2021
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| VIEMED HEALTHCARE, INC. |
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| By: | | /s/ Trae Fitzgerald |
| | Trae Fitzgerald |
| | Chief Financial Officer |
