8-K 1 heliusmedical8k.htm CURRENT REPORT DATED SEPTEMBER 15, 2016 Filed by e3 Filing, Computershare 1-800-973-3274 - HELIUS MEDICAL TECHNOLOGIES INC. - Form 8-K


Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

September 15, 2016
Date of Report (Date of earliest event reported)

(Exact name of registrant as specified in its charter)


WYOMING 36-4787690
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

(Exact name of registrant as specified in charter)

Suite 400, 41 University Drive
Newtown, Pennsylvania, 18940
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (215) 809-2018

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))


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

On September 15, 2016, Helius Medical Technologies, Inc. (the “Company” or “Helius”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”) in Langhorne, Pennsylvania. There were 84,324,684 of Class A common stock of Helius outstanding as of August 10, 2016, the record date for the Annual Meeting. The requisite quorum was present at the Annual Meeting.

At the Annual Meeting, the Company’s shareholders voted on a total of five (5) proposals, as described below.

1. Election of Directors:

The following directors were elected to the Company’s Board of Directors for a term of one year terms expiring at the 2017 Annual Meeting of Stockholders, with voting results as follows:

    For   Withheld   Broker Non-Votes
Philippe Deschamps   35,555,507   48,249   1,926,580
Savio Chiu   35,555,507   48,249   1,926,580
Blane Walter   35,378,756   25,000   1,926,580
Mitch Tyler   35,555,507   48,249   1,926,580
Edward M. Straw   35,356,007   47,749   1,926,580
Huaizheng Peng   35,354,507   49,249   1,926,580
Thomas E Griffin   35,378,756   25,000   1,926,580


2. Ratification of the Appointment of BDO Canada, LLP:

The Company’s shareholders ratified the appointment of BDO Canada LLP as the Company’s independent auditors for its fiscal year ending March 31, 2017.

For Withheld Broker Non-Votes
37,141,152 189,184 0


3. Non-Binding Vote on Compensation for our Named Executive Officers:

The Company’s shareholders voted to approve, by non-binding vote, the compensation paid to the Company’s named executive officers, as disclosed in these proxy materials (commonly known as a “say-on-pay” proposal)

For Against Broker Non-Votes
35,306,207 97,549 1,926,580


4. Non-Binding Vote on The Frequency of Stockholder Advisory Votes

The Company’s shareholders voted to approve, by non-binding vote, of the frequency with which future stockholder advisory votes on the compensation of our named executive officers will be held (commonly known as a “say-on-frequency” proposal)

1 Year 2 Years 3 Years Abstain Broker Non-Votes
183,084 3,910 19,159,841 16,056,921 1,926,580


5. 2016 Omnibus Incentive Plan

The Company’s shareholders voted to approve the Company’s 2016 Omnibus Incentive Plan (the “2016 Incentive Plan”)

For Against Broker Non-Votes
35,153,900 249,856 1,926,580



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.

Dated: September 20, 2016 By: /s/ Joyce LaViscount
    Joyce LaViscount, Chief Financial Officer