Current Report Filing (8-k)
June 29 2021 - 5:23PM
Edgar (US Regulatory)
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 and Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 24, 2021
LIFEMD,
INC.
(Exact
name of Registrant as specified in its charter)
Delaware
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001-39785
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76-0238453
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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800
Third Avenue, Suite 2800
New
York, NY 10022
(Address
of principal executive offices, including zip code)
(866)
351-5907
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any
of the following provisions:
[ ]
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.01 per share
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LFMD
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The
Nasdaq Capital Market
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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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
June 24, 2021, the shareholders of LifeMD Inc. (the “Company”) approved an amendment to the Company’s 2020 Equity and
Incentive Plan (the “2020 Plan”) to increase the number of shares of the Company’s common stock available for issuance
under the 2020 Plan by 1,500,000 shares.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
June 24, 2021, the Company held an annual meeting of stockholders (the “Annual Meeting”). A majority in interest of all stock
issued, outstanding and entitled to vote at the Annual Meeting were present in person or by proxy, thereby constituting a quorum.
The
matters voted upon and approved by the Company’s stockholders were:
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(1)
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The
election of eight directors to serve until the next annual meeting of stockholders and until their respective successors shall have
been duly elected and qualified (“Proposal 1”).
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(2)
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The
approval of an amendment to the “2020 Plan to increase the number of shares of the Company’s common stock available for
issuance under the 2020 Plan by 1,500,000 shares (“Proposal 2”).
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(3)
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The
approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the
Proxy Statement (“Proposal 3”).
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(4)
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The
recommendation, on a non-binding advisory basis, on the frequency of future advisory votes on the compensation of the Company’s
named executive officers (“Proposal 4”).
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(5)
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The
ratification of the selection of Friedman LLP as LifeMD’s independent registered public accounting firm for the fiscal year
ending December 31, 2021 (“Proposal 5”).
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The
following is a summary of the voting results for each matter presented to the shareholders:
Proposal 1:
Director’s Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Justin Schreiber
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12,433,875
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39,147
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5,736,727
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Stefan Galluppi
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12,435,496
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37,526
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5,736,727
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John R. Strawn, Jr.
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10,780,081
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1,692,941
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5,736,727
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Happy Walters
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12,425,590
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47,432
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5,736,727
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Bertrand Velge
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11,009,506
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1,463,516
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5,736,727
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Dr. Joseph V. DiTrolio
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11,905,775
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567,247
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5,736,727
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Dr. Eleanor C. Mariano
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12,433,241
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39,781
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5,736,727
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Roberto Simon
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12,433,902
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39,120
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5,736,727
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Proposal
2:
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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10,378,379
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1,886,624
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208,019
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5,736,727
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Proposal
3:
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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12,272,487
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121,337
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79,198
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5,736,727
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Proposal
4:
One Year
Votes For
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Two Years
Votes For
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Three Years
Votes For
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Votes
Abstained
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Broker Non-Votes
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2,082,424
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80,554
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10,257,592
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52,452
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5,736,727
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Proposal
5:
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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18,119,574
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16,276
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73,899
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N/A
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All
Proposals were approved. We have determined to hold an advisory vote every three years on executive compensation, based on our stockholders’
support for this alternative in Proposal 4.
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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LIFEMD, INC.
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Dated:
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June
29, 2021
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By:
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/s/
Justin Schreiber
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Justin
Schreiber
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Chief
Executive Officer
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