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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 reported): August 19, 2022

 

Novo Integrated Sciences, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-40089   59-3691650
(State or other jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification Number)

 

11120 NE 2nd Street, Suite 100, Bellevue, WA 98004

(Address of principal executive offices)

 

(206) 617-9797

(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 (see General Instruction A.2.)

 

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 CF$ 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
Common Stock, $0.001 par value   NVOS   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 (§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. ☐

 

 

 

 
 

 

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

 

On August 19, 2022, Novo Integrated Sciences, Inc. (the “Company”) held its 2022 virtual annual meeting of stockholders (the “Annual Meeting”) to vote on the following matters:

 

1. Election of Directors

 

Each of the following five nominees was elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next annual meeting of stockholders and until their successors have been duly elected and have qualified.

 

Nominee  For   Against   Abstain   Broker Non- Votes 
Sarfaraz Ali   19,737,900    -    19,617    959,575 
Christopher David   19,734,308    -    23,209    959,575 
Alex Flesias   19,433,375    -    324,142    959,575 
Robert Mattacchione   19,669,214    -    88,303    959,575 
Michael Pope   19,433,365    -    324,152    959,575 

 

2. Non-binding Advisory Vote on Executive Compensation

 

Stockholders voted to approve the following resolution, in accordance with the voting results listed below: “RESOLVED, that the stockholders of Novo Integrated Sciences, Inc. approve, on an advisory basis, the compensation paid to the Named Executive Officers, as disclosed in the proxy statement for the 2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Executive Compensation Summary section, compensation tables and narrative discussion, and other related disclosure.”

 

For   Against   Abstain   Broker Non-Votes 
19,713,777    10,069    33,671    959,575 

 

3. Non-binding Advisory Vote on Frequency of Executive Compensation Advisory Vote

 

Stockholders voted, on a non-binding, advisory basis, for every three years as the frequency for the Company’s executive compensation advisory vote, in accordance with the voting results listed below.

 

One Year   Two Years   Three Years   Abstain   Broker Non-Votes 
461,367    126,513    19,122,026    47,611    959,575 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

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.

 

  Novo Integrated Sciences, Inc.
   
Dated: August 19, 2022 By: /s/ Robert Mattacchione
    Robert Mattacchione
    Chief Executive Officer