Item
5.07.
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Submission
of Matters to a Vote of Security Holders.
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On
July 24, 2020, PAVmed Inc. (the “Company”) held its annual meeting of stockholders (the “2020 Annual
Meeting”). Stockholders representing approximately 81.5% of the shares outstanding and entitled to vote were present
in person or by proxy. At the 2020 Annual Meeting, the stockholders elected each of management’s nominees for director and
approved each of the other matters considered. A description of the matters considered by the stockholders and a tally of the
votes on each such matter are set forth below.
1. The
election of two Class A directors, to hold office until the third succeeding annual meeting and until their respective successors
are duly elected and qualified.
The
Company’s board of directors is divided into three classes, Class A, Class B and Class C. There are two directors in Class
A, Ronald M. Sparks and David S. Battleman, M.D., whose terms expired at the 2020 Annual Meeting, two directors in Class B, James
L. Cox, M.D. and David Weild IV, whose terms expire at the Company’s 2021 annual meeting of stockholders, and two directors
in Class C, Lishan Aklog, M.D. and Michael J. Glennon, whose terms expire at the 2022 annual meeting of stockholders. Management
nominated Mr. Sparks and Dr. Battleman for re-election as Class A directors.
Each
of management’s nominees for director was elected, as follows:
Name
|
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For
|
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Authority
Withheld
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Broker
Non-Votes
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Ronald
M. Sparks
|
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19,372,183
|
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607,109
|
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18,712,933
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David
S. Battleman, M.D.
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19,268,418
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710,874
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18,712,933
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2. (a) A
proposal to approve the issuance of shares of the Company’s common stock to Alto Opportunity Master Fund, SPC – Segregated
Master Portfolio B (“Alto B”) and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio C (“Alto
C”) under the Senior Secured Convertible Notes issued by the Company in November 2019, for purposes of Nasdaq Listing
Rule 5635.
The
issuance was approved, as follows:
For
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Against
|
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Abstain
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Broker
Non-Votes
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19,328,558
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|
326,055
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324,679
|
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18,712,933
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(b) A
proposal to approve the issuance of shares of the Company’s common stock to Alto B under the Senior Convertible Notes issued
by the Company in April 2020, for purposes of Nasdaq Listing Rule 5635.
The
issuance was approved, as follows:
For
|
|
Against
|
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Abstain
|
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Broker
Non-Votes
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19,309,195
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|
346,492
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323,605
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18,712,933
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A
fuller description of the transactions with Alto B and Alto C is set forth on pages 7 to 14 of the Company’s definitive
proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 11, 2020 (the “Definitive Proxy
Statement”), which description is incorporated herein by reference.
3. A
proposal to approve an amendment (the “Charter Amendment”) to the Company’s certificate of incorporation,
as amended, to increase the total number of shares of common stock the Company is authorized to issue by 50,000,000 shares, from
100,000,000 shares to 150,000,000 shares.
The
Charter Amendment was approved, as follows:
For
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Against
|
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Abstain
|
|
Broker
Non-Votes
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34,905,609
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3,227,817
|
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558,799
|
|
0
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The
Charter Amendment was filed with the Department of State of the State of Delaware on July 24, 2020 and became effective on such
date. A fuller description of the terms of the Charter Amendment is set forth on pages 15 to 16 of the Definitive Proxy Statement,
which description is incorporated herein by reference. The description of the Charter Amendment from the Definitive Proxy Statement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, which
is included as Exhibit 3.1 to this current report on Form 8-K and is incorporated herein by reference.
4. A
proposal to approve an amendment to the Company’s 2014 Long-Term Incentive Equity Plan, as amended (the “2014 Plan”),
to increase total number of shares of the Company’s common stock available under the 2014 Plan by an additional 2,000,000
shares, from 7,951,081 shares to 9,951,081 shares.
The
amendment to the 2014 Plan was approved, as follows:
For
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Against
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Abstain
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Broker
Non-Votes
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17,516,806
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2,149,671
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312,815
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18,712,933
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A
fuller description of the 2014 Plan, as amended, is set forth on pages 17 to 23 of the Definitive Proxy Statement, which description
is incorporated herein by reference. The description of the 2014 Plan from the Definitive Proxy Statement does not purport to
be complete and is qualified in its entirety by reference to the full text of the 2014 Plan, which is included as Exhibit 10.1
to this current report on Form 8-K and is incorporated herein by reference.
5. A
proposal to approve an amendment to the Company’s Employee Stock Purchase Plan (the “ESPP”) to increase
the total number of shares authorized for employee purchase by 500,000 shares, from 250,000 shares to 750,000 shares.
The
amendment to the ESPP was approved, as follows:
For
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Against
|
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Abstain
|
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Broker
Non-Votes
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19,105,083
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572,825
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301,384
|
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18,712,933
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A
fuller description of the ESPP, as amended, is set forth on pages 24 to 28 of the Definitive Proxy Statement, which description
is incorporated herein by reference. The description of the ESPP from the Definitive Proxy Statement does not purport to be complete
and is qualified in its entirety by reference to the full text of the ESPP, which is included as Exhibit 10.2 to this current
report on Form 8-K and is incorporated herein by reference.
6. The
ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2020.
The
ratification of the appointment of Marcum LLP was approved, as follows:
For
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Against
|
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Abstain
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Broker
Non-Votes
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37,942,794
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314,992
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434,439
|
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0
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