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, 2025

 

Zomedica Corp.

(Exact name of registrant as specified in its charter)

 

Alberta, Canada

 

001-38298

 

N/A

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

1101 Technology Drive, Suite 100, Ann Arbor, Michigan

 

48108

(Address of principal executive offices)

 

(Zip Code)

 

Registrant's telephone number, including area code: (734) 369-2555

 

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 (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. ☐

 

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

ZOMDF

OTCQB

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

An annual meeting of our shareholders was held on June 10, 2025 (the “Annual Meeting”). At the Annual Meeting, our shareholders voted on each of the following three matters:

 

 

·

Proposal 1: Election of eight directors, each for a one-year term;

 

 

 

 

·

Proposal 2: Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2025; and

 

 

 

 

·

Proposal 3: An advisory vote to approve the compensation of our named executive officers as described in our management information circular and proxy statement for the Annual Meeting.

 

According to the final vote, the Company’s stockholders approved proposals 1 and 2 and did not approve proposal 3.

 

The final vote results for each of these four matters is set forth below.

 

Proposal 1: Election of Eight Directors

 

 

For

Withheld

Broker Non-Vote

Jeffrey Rowe

95,792,896

75,566,044

208,728,775

Robert Cohen

100,785,327

70,573,613

208,728,775

Chris Macleod

95,850,378

75,508,561

208,728,775

Pam Nichols

103,110,023

68,248,916

208,728,775

Johnny D. Powers

107,607,577

63,751,362

208,728,775

Sean Whelan

96,868,224

74,490,716

208,728,775

Rodney Williams

95,228,838

76,130,102

208,728,775

Larry Heaton

85,282,021

86,076,919

208,728,775

 

Accordingly, stockholders elected all director nominees to hold office for terms expiring at the Company’s 2026 annual meeting of stockholders.

 

Proposal 2: Ratification of Independent Auditors

 

For:

 

310,647,377

Withheld:

 

69,440,338

 

Accordingly, stockholders ratified the appointment of Grant Thornton, LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2025.

 

Proposal 3: Advisory Vote on the Company’s Executive Compensation

 

The votes cast on the advisory vote to approve the compensation of our named executive officers disclosed in our management information circular and proxy statement for the Annual Meeting were as follows:

 

For:

56,659,992

Against:

82,373,446

Abstain:

32,325,502

Broker Non-Vote

208,728,775

 

Accordingly, stockholders failed to approve, on a non-binding advisory basis, the compensation paid to our named executive officers.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number

 

Description

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

2

 

 

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 Corp.

    
By:

/s/ Karen DeHaan-Fullerton

 

 

Karen DeHaan-Fullerton

 
  

General Counsel and Corporate Secretary

 

 

 

 

 

Date: June 11, 2025  

 

 

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