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): June 7, 2022 

ZOMEDICA CORP.

(Exact name of registrant as specified in its charter)

 

Alberta, Canada

 

001-38298

 

N/A

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

100 Phoenix Drive, Suite 125, Ann Arbor, Michigan

 

48108

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (734) 369-2555

 

(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. below):

 

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 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. ☐

 

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 Shares, without par value

ZOM

NYSE American

 

 

 

 

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

 

On June 7, 2022, Zomedica Corp. (the “Corporation”) held its Annual Virtual-Only Meeting of the holders (the “Shareholders”) of common shares (“Common Shares”) of the Corporation (the “Annual Meeting”). The matters voted on at the Annual Meeting were: (i) the election of directors of the Corporation, (ii) the appointment of Grant Thornton LLP as the Corporation’s auditors, (iii) the approval of, on an advisory basis, the executive compensation of the Corporation’s named executive officers and (iv) the approval of, on an advisory basis, how often the Corporation will conduct an advisory vote on executive compensation. Shareholders representing 294,570,954 shares, or 30.1%, of the Common Shares outstanding as of the April 18, 2022 record date were represented at the Annual Meeting in person or by proxy. The proposals are described in detail in the Corporation’s definitive proxy statement for the Annual Meeting (described as the Management Information Circular and Proxy Statement) filed with the Securities and Exchange Commission on April 26, 2022. The final voting results were as provided below. For purposes of providing percentage information below, any Common Shares that were the subject of abstentions or broker non-votes have been ignored in accordance with Canadian law. Therefore, the percentages reflected in relation to proposals 1 and 2 reflect only votes “for” or “withheld,” the percentages reflected in relation to proposal 3 reflect only votes “for” or “against,” and the percentages reflected in relation to proposal 4 reflect only votes for “1 Year,” “2 Years,” or “3 Years.”

 

1. The Shareholders elected the following nominees, Jeffrey Rowe, Robert Cohen, Chris MacLeod, Johnny D. Powers, Sean Whelan and Rodney Williams, as directors of the Corporation to serve until the Corporation’s 2023 annual meeting of shareholders or until their successors are elected or appointed.

 

FOR

 

PERCENTAGE FOR

 

WITHHELD

 

PERCENTAGE WITHHELD

 

BROKER NON-VOTES

 

Jeffrey Rowe

104,104,495

 

87.4%

 

14,955,347

 

12.6%

 

175,511,112

 

Robert Cohen

105,517,119

 

88.6%

 

13,542,722

 

11.4%

 

175,511,113

 

Chris MacLeod

107,407,443

 

90.2%

 

11,652,399

 

9.8%

 

175,511,112

 

Johnny D. Powers

102,408,141

 

86.0%

 

16,651,701

 

14.0%

 

175,511,112

 

Sean Whelan

109,739,741

 

92.2%

 

9,320,101

 

7.8%

 

175,511,112

 

Rodney Williams

85,023,543

 

71.4%

 

34,036,299

 

28.6%

 

175,511,112

 

 2.The proposal to appoint Grant Thornton LLP as the Corporation’s auditors until the Corporation’s 2023 annual meeting of shareholders was approved by the Shareholders based upon the following votes:

 

FOR

 

PERCENTAGE FOR

 

WITHHELD

 

PERCENTAGE WITHHELD

 

BROKER NON-VOTES

286,830,884

 

97.4%

 

7,740,070

 

2.6%

 

0

 

3.The proposal to approve, on an advisory basis, the executive compensation of the Corporation’s named executive officers was approved by the Shareholders based upon the following votes:

 

FOR

 

PERCENTAGE FOR

 

AGAINST

 

PERCENTAGE AGAINST

 

ABSTAIN

 

 BROKER NON-VOTES

 

93,518,593

 

80.3%

 

22,982,259

 

19.7%

 

2,558,991

 

175,511,111

 

 

4. The Shareholders approved, on an advisory basis, every one year as the frequency for future advisory votes on named executive officer compensation. In light of such approval, the Corporation intends to hold an advisory vote on the compensation of the Corporation’s named executive officers on an annual basis until the next required vote on the frequency of holding an advisory vote to approve named executive officer compensation. The tabulation of votes with respect to this proposal was as follows:

 

1 YEAR

 

PERCENTAGE 1 YEAR

 

2 YEARS

 

PERCENTAGE 2 YEARS

 

3 YEARS

 

PERCENTAGE 3 YEARS

 

ABSTAIN

 

 BROKER NON-VOTES

 

97,896,372

 

84.9%

 

8,050,072

 

7.0%

 

9,379,669

 

8.1%

 

3,733,730

 

175,511,111

 

 

 

2

 

 

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.

 

 

ZOMEDICA CORP.

 

 

 

 

 

Date: June 9, 2022

By:

/s/ Ann Marie Cotter

 

 

Name:

Ann Marie Cotter

 

 

Title:

Chief Financial Officer

 

 

 

3

 

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