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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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.
Vapotherm, Inc. (the “Company”) held its annual meeting of stockholders on June 20, 2023 (the “2023 Annual Meeting”). At the 2023 Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 1, 2023.
The final results of such stockholder voting on each proposal brought before the 2023 Annual Meeting are set forth below.
Proposal No. 1: To Elect Three Directors to Serve Until the 2026 Annual Meeting of Stockholders.
The stockholders elected the following individuals as Class II directors of the Company:
Name of Director Nominee |
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Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
Anthony Arnerich |
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22,695,055 |
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4,411,969 |
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31,881 |
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9,013,228 |
Lance Berry |
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23,771,571 |
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3,348,987 |
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18,347 |
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9,013,228 |
Donald Spence |
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22,774,421 |
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4,357,958 |
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6,526 |
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9,013,228 |
Proposal No. 2: To Approve an Amendment to the Company's Tenth Amended and Restated Certificate of Incorporation to Effect Reverse Stock Split.
The stockholders approved an amendment to the Company's Tenth Amended and Restated Certificate of Incorporation, as amended, to give the Board of Directors discretion to effect a reverse stock split of the Company's issued and outstanding shares of common stock at a ratio of between 1-for-3 and 1-for-8, inclusive, such ratio to be determined by the Board of Directors in its sole discretion.
Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
35,742,636 |
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394,970 |
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14,527 |
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0 |
Proposal No. 3: To Approve, on an Advisory (Non-Binding) Basis, the Company’s Executive Compensation.
The stockholders approved, on an advisory (non-binding) basis, the Company’s executive compensation.
Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
22,042,005 |
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5,048,293 |
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48,607 |
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9,013,228 |
Proposal No. 4: To Ratify the Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for the Company’s Fiscal Year Ending December 31, 2023.
The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
36,094,792 |
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34,990 |
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22,351 |
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0 |
Proposal No. 5: To Approve One or More Adjournments of the Annual Meeting to Solicit Additional Proxies in Favor of Proposal No. 2.
The stockholders approved one or more adjournments of the annual meeting, if necessary or appropriate, to solicit additional proxies in favor of Proposal No. 2 if there are not sufficient votes at the annual meeting to approve Proposal No. 2. Although this proposal received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the 2023 Annual Meeting was determined not to be necessary or appropriate since Proposal No. 2 received sufficient votes for approval.
Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
35,345,624 |
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795,783 |
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10,726 |
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0 |
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.
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Vapotherm, Inc. |
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Date: |
June 21, 2023 |
By: |
/s/ James A. Lightman |
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James A. Lightman |