smti_8k
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): July 9,
2020
SANARA MEDTECH INC.
(Exact name of registrant as specified in its
charter)
Texas
|
000-11808
|
59-2219994
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
1200
Summit Avenue, Suite 414
Fort
Worth, Texas
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76102
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(Address
of principal executive offices)
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(zip
code)
|
Registrant’s telephone number, including area code:
(817)-529-2300
Securities
registered pursuant to Section 12(b) of the Act: None
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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in 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
checkmark 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
5.02 Departure of Directors or Certain Officers; Election of
Directors;Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
(b) S.
Oden “Denny” Howell, a director of the Company, decided
not to stand for reelection to the Company’s Board of
Directors at the Company’s Annual Meeting of Shareholders
(the “Annual Meeting”) that was held on July 9, 2020,
and ceased to be a director of the Company on that
date.
(e) At
the Annual Meeting, the shareholders of the Company approved the
Company’s Restated 2014 Omnibus Long Term Incentive Plan as
amended (the “Plan”) in which the Company’s
directors and officers participate. For a brief description of the
Plan, see the section entitled “Item2, Approval of the
Restated 2014 Omnibus Long Term Incentive Plan” in the
Company’s definitive
Proxy Statement filed with the Securities and Exchange
Commission on June 25, 2020, which section is incorporated by
reference herein.
Item
5.07 Submission
of Matters to a Vote of Security Holders
The
Annual Meeting was held on July 9, 2020. As of June 11, 2020, the
record date for the Annual Meeting, there were 6,047,835 shares of
the Company’s common stock outstanding and eligible to
vote.
At the
Annual Meeting, the Company’s shareholders considered the
following proposals:
1.
Elect five members
of the Board of Directors for the ensuing year. The following is a
tabulation of the votes related to the directors elected at the
Annual Meeting:
Director
|
For
|
Withheld
|
Ronald T. Nixon
|
5,017,551
|
1,350
|
James W. Stuckert
|
5,017,251
|
1,650
|
J. Michael Carmena
|
5,016,971
|
1,930
|
Ann Beal Salamone
|
5,017,591
|
1,310
|
Kenneth E. Thorpe
|
5,017,861
|
1,040
|
2.
Approve the
Company’s Restated 2014 Omnibus Long Term Incentive Plan. The
following is a tabulation of the votes related to this proposal,
which was approved by the Company’s
shareholders.
For
|
Against
|
Abstain
|
4,986,013
|
4,293
|
28,595
|
3.
Approve by advisory
vote the Company’s executive compensation as described in the
Proxy Statement. The following is a tabulation of the votes related
to this proposal, which was approved by the Company’s
shareholders.
For
|
Against
|
Abstain
|
4,981,830
|
8,798
|
28,273
|
4.
Recommend by
advisory vote the frequency of future advisory votes on the
Company’s executive compensation. The following is a
tabulation of the votes related to this proposal:
1 Year
|
2 Years
|
3 Years
|
73,503
|
3,664
|
4,941,639
|
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Sanara MedTech
Inc.
|
|
|
|
|
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Date: July 14,
2020
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By:
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/s/ Michael D.
McNeil
|
|
|
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Name: Michael D.
McNeil
|
|
|
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Title:
Chief
Financial Officer
|
|