8-K 1 a19-9664_18k.htm 8-K

 

 

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 9, 2019

 

 

TACTILE SYSTEMS TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-37799

 

41-1801204

(State or other jurisdiction of

 

(Commission

 

(I.R.S. Employer

incorporation or organization)

 

File Number)

 

Identification No.)

 

1331 Tyler Street NE, Suite 200, Minneapolis, MN 55413

(Address of principal executive offices) (Zip Code)

 

(612) 355-5100

(Registrant’s telephone number, including area code)

 

N/A

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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).

 

o 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. o

 

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, Par Value $0.001 Per Share

 

TCMD

 

The Nasdaq Stock Market

 

 

 

 

Item 5.03.             Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As reported below in Item 5.07, on May 9, 2019, the stockholders of Tactile Systems Technology, Inc. (the “Company”) approved an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to eliminate the supermajority vote requirement for stockholders to amend the Company’s By-Laws and replace it with a majority vote standard (the “Amendment”), as described in Proposal 5 in the Company’s definitive proxy statement for the 2019 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 26, 2019, and fully set forth in Appendix B thereto. The Amendment was effective on May 9, 2019 upon filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware.

 

A copy of the Certificate of Amendment as filed with the Secretary of State of the State of Delaware is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Company’s Certificate of Incorporation, as amended by the Certificate of Amendment, is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

In connection with the Amendment, the Company’s Board of Directors had previously approved an amendment to the Company’s Amended and Restated By-Laws to eliminate the supermajority vote requirement for stockholders to amend the Company’s By-Laws and replace it with a majority vote standard, which amendment was subject to and contingent upon receipt of stockholder approval of the Amendment. The corresponding amendment to the Amended and Restated By-Laws is contained in Article IX thereof and became effective on May 9, 2019.  A copy of the Amended and Restated By-Laws, as so amended, is filed as Exhibit 3.3 to this Current Report on Form 8-K and is incorporated herein by reference.

 

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

 

On May 9, 2019, the Company held its 2019 Annual Meeting of Stockholders and the Company’s stockholders voted on the following matters:

 

Election of Directors

 

The following nominees were elected to serve as directors for a term that will last until the Company’s 2020 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified.  The number of votes cast for and withheld from each nominee and the number of broker non-votes with respect to each nominee were as follows:

 

Name

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

William W. Burke

 

14,939,717

 

94,275

 

2,215,881

 

Raymond O. Huggenberger

 

14,939,705

 

94,287

 

2,215,881

 

Gerald R. Mattys

 

15,005,070

 

28,922

 

2,215,881

 

Richard J. Nigon

 

13,427,102

 

1,606,890

 

2,215,881

 

Cheryl Pegus

 

13,357,849

 

1,676,143

 

2,215,881

 

Kevin H. Roche

 

14,877,078

 

156,914

 

2,215,881

 

Peter H. Soderberg

 

13,426,346

 

1,607,646

 

2,215,881

 

 

Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Auditor for 2019

 

The Company’s stockholders ratified the appointment by the Audit Committee of the Company’s Board of Directors of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 by voting as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

17,206,892

 

1,723

 

41,258

 

0

 

2

 

Advisory Vote on Approval of the Compensation of the Company’s Named Executive Officers

 

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by voting as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

14,792,247

 

228,459

 

13,286

 

2,215,881

 

Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers

 

The Company’s stockholders voted as follows on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers:

 

One Year

 

Two Years

 

Three Years

 

Abstain

 

Broker Non-Votes

14,734,296

 

15,080

 

282,224

 

2,392

 

0

 

Based on these results, and consistent with the Board of Directors’ recommendation, the Board of Directors has determined that the Company will hold future advisory votes to approve the compensation of the Company’s named executive officers every year, until the next required vote on the frequency of advisory votes on executive compensation.

 

Approval of the Amendment to the Company’s Certificate of Incorporation

 

The Company’s stockholders approved the amendment to the Company’s Certificate of Incorporation to eliminate the supermajority voting requirement for stockholders to amend the Company’s By-Laws by voting as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

15,001,224

 

28,362

 

4,406

 

2,215,881

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

EXHIBIT INDEX

 

Exhibit
No.

 

Description

 

 

 

3.1

 

Certificate of Amendment to the Certificate of Incorporation, dated May 9, 2019

3.2

 

Amended and Restated Certificate of Incorporation, as amended through May 9, 2019

3.3

 

Amended and Restated By-Laws, effective May 9, 2019

 

3

 

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.

 

 

TACTILE SYSTEMS TECHNOLOGY, INC.

 

 

 

Date: May 9, 2019

By:

/s/ Brent A. Moen

 

 

Brent A. Moen

 

 

Chief Financial Officer

 

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