|
Item
5.07.
|
Submission
of Matters to a Vote of Security Holders.
|
On
June 15, 2021, PAVmed Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “2021
Annual Meeting”). Stockholders representing approximately 65.6% of the shares outstanding and entitled to vote were present
in person or by proxy. At the 2021 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 B 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 three directors in Class B,
James L. Cox, M.D., Debra J. White and David Weild IV, whose terms expired at the 2021 Annual Meeting, two directors in Class C, Lishan
Aklog, M.D. and Michael J. Glennon, whose terms expire at the 2022 annual meeting of stockholders, and two directors in Class A, Ronald
M. Sparks and Tim Baxter, whose terms expired at the 2023 annual meeting of stockholders. Upon the expiration of Mr. Weild’s term,
the size of Class B was reduced to two members and the size of the board was reduced to six members. Management nominated Dr. Cox and
Ms. White for re-election as Class B directors.
Each
of management’s nominees for director was elected, as follows:
|
Name
|
|
For
|
|
Authority
Withheld
|
|
Broker
Non-Votes
|
|
James
L. Cox, M.D.
|
|
21,301,382
|
|
7,477,806
|
|
26,190,104
|
|
Debra
White
|
|
25,691,099
|
|
3,088,089
|
|
26,190,104
|
2.
A proposal to amend the Company’s 2014 Long-Term Incentive Equity Plan (the “2014 Plan”) (i) 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
9,951,081 shares to 11,951,081 shares, (ii) to add an “evergreen” provision to automatically increase the number of
shares of the Company’s common stock available under the 2014 Plan on January 1st of each year, by an amount equal to 5% of
the Company’s outstanding common stock as of December 31st of the preceding fiscal year, or such lesser amount as is approved
by the Board, and (iii) to remove the limit on grants to any one participant in any one calendar year, except for non-employee
directors.
The
amendment was approved, as follows:
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
|
14,587,565
|
|
13,705,490
|
|
486,133
|
|
26,190,104
|
A
fuller description of the 2014 Plan, as amended, 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 April 30, 2021 (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.
3.
A proposal to amend the Company’s Employee Stock Purchase Plan (the “ESPP”) (i) to increase the total
number of shares authorized for employee purchase by 500,000 shares, from 750,000 shares to 1,250,000 shares, and (ii) to add an
“evergreen” provision to automatically increase the number of shares of the Company’s common stock available under
the ESPP on January 1st of each year, by an amount equal to the lesser of (a) 2% of the Company’s outstanding common stock as
of December 31st of the preceding fiscal year, and (b) 2,500,000 shares, or such lesser amount as is approved by the
Board.
The
amendment to the ESPP was ratified and approved, as follows:
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
|
16,462,403
|
|
11,965,447
|
|
351,338
|
|
26,190,104
|
A
fuller description of the ESPP, as amended, is set forth on pages 15 to 20 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.
4.
A proposal to ratify the appointment of Marcum LLP as the Company’s independent registered certified public accounting firm
for the year ending December 31, 2021.
The
ratification of the appointment of Marcum LLP was approved, as follows:
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
|
54,484,117
|
|
284,146
|
|
201,029
|
|
—
|