UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of Earliest Event Reported): August 15, 2022 (
(Exact Name of the Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered |
| $0.001 per share |
The Stock Market LLC | |
Purchase Rights |
The |
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. o
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As described in the Proxy Statement on Schedule 14A for the 2022 annual meeting of stockholders of SWK Holdings Corporation (the “Company”), and as approved by the Company's stockholders at the 2022 annual meeting, the Company amended and restated its Second Amended and Restated Certificate of Incorporation to, among other things, (i) remove the limitation on stockholders calling special meetings of stockholders, (ii) update the exculpation provision and update and consolidate indemnification provisions and (iii) clarify, eliminate or update outdated provisions. The amendment became effective upon filing with the Secretary of State of the State of Delaware, which the Company filed on August 12, 2022. A complete copy of the Third Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1.
On August 10, 2022, the Board approved an amendment and restatement of the Company’s Amended and Restated Bylaws to, among other things, (i) permit stockholders to call a special meeting of stockholders and (ii) to remove indemnification provisions consolidated in the Third Amended and Restated Certificate of Incorporation. A complete copy of the Amended and Restated Bylaws is attached hereto as Exhibit 3.2.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2022 annual meeting of stockholders on August 10, 2022. At the meeting, the Company’s stockholders elected Winston L. Black, Wendy F. DiCicco, Laurie L. Dotter, Robert K. Hatcher, and Marcus E. Pennington to serve as directors for terms expiring in 2023. Additionally, stockholders voted to ratify the selection of BPM, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Stockholders also voted affirmatively for all three proposals to amend the Company’s Certificate of Incorporation.
|
1. |
Election of Directors. |
|
Nominee |
For |
Withhold Authority |
Broker Non-Votes |
|
Winston L. Black |
1,871,303 |
10,104,445 |
0 |
|
Wendy F. DiCicco |
11,035,621 |
940,127 |
0 |
|
Laurie L. Dotter |
11,867,833 |
107,915 |
0 |
|
Robert K. Hatcher |
10,841,189 |
1,134,559 |
0 |
|
Marcus E. Pennington |
11,793,146 |
182,602 |
0 |
|
2. |
Ratification of Independent Registered Public Accounting Firm. |
|
For |
Against |
Abstain |
Broker Non-Votes |
|
11,975,033 |
705 |
10 |
0 |
|
3. |
Advisory Vote on Compensation of Certain Executives. |
|
For |
Against |
Abstain |
Broker Non-Votes |
|
1,200,629 |
9,876,910 |
898,209 |
0 |
|
4. |
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. |
|
1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes |
|
11,890,673 |
32,561 |
49,018 |
3,496 |
0 |
|
5. |
Approval of Amendment to the Company’s Certificate of Incorporation to Remove the Limitation of Stockholders Calling Special Meetings of Stockholders. |
|
For |
Against |
Abstain |
Broker Non-Votes |
|
11,873,567 |
101,711 |
470 |
0 |
|
6. |
Approval of Amendment to the Company’s Certificate of Incorporation to Update the Exculpation Provision and Update and Consolidate Indemnification Provisions. |
|
For |
Against |
Abstain |
Broker Non-Votes |
|
11,006,160 |
967,989 |
1,599 |
0 |
|
7. |
Approval of Amendment to the Company’s Certificate of Incorporation to Clarify, Eliminate, or Update Outdated Provisions. |
|
For |
Against |
Abstain |
Broker Non-Votes |
|
11,936,748 |
38,125 |
875 |
0 |
| Item 9.01(d) Financial Statements and Exhibits. |
| Exhibit No. | Description
|
| 3.1 | Third Amended and Restated Certificate of Incorporation. |
| 3.2 | Amended and Restated Bylaws as of August 12, 2022. |
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 thereunto duly authorized.
| SWK HOLDINGS CORPORATION | |
| By: | /s/ Winston L. Black III |
| Winston L. Black III | |
| Chief Executive Officer | |
Date: August 15, 2022