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): July 24, 2015 (July 22, 2015)
VIVEVE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Yukon Territory, Canada | | 1-11388 | | 04-3153858 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
150 Commercial Street Sunnyvale, California | | 94086 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (408) 530-1900
No change |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation 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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 22, 2015, Viveve Medical, Inc. (the “Company”) held its 2015 Annual and Special Meeting of Stockholders (the “Meeting”). At the Meeting, the stockholders voted to: (1) elect five directors to the Company’s board of directors (the “Board”); (2) approve an amendment to the Viveve Medical, Inc. 2013 Stock Option and Incentive Plan (also referred to as the PLC Systems, Inc. 2013 Stock Option and Incentive Plan), as amended (the “Plan”), increasing the number of shares of common stock authorized for awards under the Plan from 3,111,587 shares to a total of 10,100,000 shares; (3) ratify the appointment of Burr Pilger Mayer, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015; (4) approve a special resolution authorizing a share consolidation (reverse split) of the common stock of the Company at a ratio of up to 1-for-10, which ratio may be determined by the Board, in its sole discretion, and effective as of a date no more than twelve months from the date of the Meeting; and (5) approve a special resolution authorizing a continuance of the Company into the State of Delaware under the Delaware General Corporation Law (the “DGCL”) and to adopt charter documents of the Company that comply with the DGCL in connection therewith, effective as of such date that is to be determined by the Board, in its sole discretion, no more than twelve months from the date of the Meeting.
The proposals were approved based on the voting results as follows:
Proposal 1: Election of Five Directors.
Director | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
Mark Colella | | 33,340,534 | | | 10,627 | | | 1,882,676 | |
Daniel Janney | | 33,340,537 | | | 10,624 | | | 1,882,676 | |
Patricia Scheller | | 33,337,841 | | | 13,320 | | | 1,882,676 | |
Carl Simpson | | 33,340,526 | | | 10,635 | | | 1,882,676 | |
Brigitte Smith | | 33,337,853 | | | 13,308 | | | 1,882,676 | |
Proposal 2: Approve an amendment to the Plan increasing the number of shares of common stock authorized for awards under the Plan from 3,111,587 shares to a total of 10,100,000 shares.
Votes For | | | Votes Against | | Abstentions | | Broker Non-Votes | |
32,769,977 | | | 579,236 | | 1,948 | | 1,882,676 | |
Proposal 3: Ratify the appointment of Burr Pilger Mayer, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.
Votes For | | | Votes Withheld | | | |
35,190,803 | | | 43,034 | | | |
Proposal 4: Approve a special resolution authorizing a share consolidation (reverse split) of the common stock of the Company at a ratio of up to 1-for-10, which ratio may be determined by the Board, in its sole discretion, and effective as of a date no more than twelve months from the date of the Meeting.
Votes For | | | Votes Against | | Abstentions | | Broker Non-Votes | |
34,247,749 | | | 982,003 | | 4,085 | | 0 | |
Proposal 5: Approve a special resolution authorizing a continuance of the Company into the State of Delaware under the DGCL and to adopt charter documents of the Company that comply with the DGCL in connection therewith, effective as of such date that is to be determined by the Board, in its sole discretion, no more than twelve months from the date of the Meeting.
Votes For | | | Votes Against | | Abstentions | | Broker Non-Votes | |
33,245,558 | | | 104,964 | | 639 | | 1,882,676 | |
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.
| VIVEVE MEDICAL, INC. | |
| | |
| | | |
Date: July 24, 2015 | By: | /s/ Patricia Scheller | |
| | Name: Patricia Scheller Title: Chief Executive Officer | |
