UpHealth, Inc. (NYSE: UPH) announces the results of its first
annual stockholder meeting, held December 5, 2022, virtually.
All resolutions submitted for stockholder approval were adopted,
including the following:
- Election of three Class I directors to hold office until
the 2025 annual meeting and until their
respective successors are elected and qualified.
- Approval of reverse stock split.
- Ratification of the appointment of BPM LLP as independent
registered public accounting firm for the fiscal year ending
December 31, 2022.
Chairman of the Board, Dr. Avi S. Katz, said, “I
am pleased that our first stockholder meeting resulted in the
approval of all resolutions. This is a testament to the continuous
enhancement of the Company’s board of directors quality and
independency, now having a solid board of nine members, out of
which seven are completely independent. Additionally, I am
honored to welcome to our board two distinguished industry
recognized leader directors with Mr. Mark Guinan, who will also
serve as the chair of our Audit Committee, and Mr. Luis Machuca, in
addition to our recently appointed CEO, Sam Meckey. They all bring
exceptional relevant healthcare and business experience and
expertise that will be extremely helpful to UpHealth as we
progress.”
Guinan has served as a director and Chair of the
Audit Committee of Myovant Sciences since July 2018 and as its Lead
Independent Director since November 2021. From July 2013 until his
retirement in July 2022, he was the Executive Vice President and
Chief Financial Officer of Quest Diagnostics, a provider of
diagnostic information services. Prior to this time, from 2010
until joining Quest Diagnostics in 2013, Guinan served as the
Senior Vice President and Chief Financial Officer
of Hill-Rom Holdings, Inc., a manufacturer and provider
of medical technologies and related services for the health care
industry. Previously, he served in a number of finance and
operations roles over a 13-year career at
Johnson & Johnson.
Machuca has served as a director of Umpqua Bank
(Nasdaq: UMPQ) since 2010 and as Chair of its Compensation
Committee since 2015 and was the designated director for its
FinTech venture. He played a key role in Umpqua’s Chief
Executive Officer succession in 2017, as well as in the pending
merger between Umpqua and Columbia Bank (Nasdaq: COLB). In
addition, he has served as a director of Cambia Health Solutions
since 2008 and as Cambia’s director on the board of Echo Health
Ventures, which he chaired from 2019 until 2021. Machuca also
serves as an independent director and Chairman of the Board of
Saphyre, a private equity-backed FinTech startup. He is a leader in
technology and healthcare with experience in governance,
turnarounds, mergers and acquisitions, finance, risk management and
talent development.
The reverse split of the shares will allow the
Company to increase the per share market price of the Company’s
common stock to meet the minimum $1.00 average closing price
requirement for continued listing on the New York Stock
Exchange.
The appointment of BPM as UpHealth’s new
independent accounting firm, replacing Plante Moran, was ratified
by the stockholders. BPM is regularly classified as a premier
provider of accounting services, including ClearlyRated’s “Best of
Accounting” award for the sixth year in a row and “Best of
Accounting Diamond” award for two consecutive years. The firm is
also ranked as one the top accounting firms by Forbes, including
“Best Tax and Accounting Firms” for 2021.
About UpHealth
UpHealth is a global digital health company that
delivers digital-first technology, infrastructure, and services to
dramatically improve how healthcare is delivered and managed.
UpHealth's solutions holistically enable clients to deliver on
their affordability, access, quality, outcomes and patient
experience goals. UpHealth's technology platform helps its clients
improve access, coordinate care teams and achieve better patient
outcomes at lower cost, with care management solutions, analytics
and telehealth tools that serve patients wherever they are, in
their native language. Additionally, UpHealth's technology-enabled
virtual care infrastructure and services improves access to quality
primary and acute care, behavioral health and pharmacy services.
UpHealth's clients include health plans, global governments,
healthcare providers and community-based organizations.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of U.S. federal securities laws. Such
forward-looking statements include, but are not limited to,
statements regarding the reverse stock split and expectations with
respect to compliance with the New York Stock Exchange’s continued
listing standards and future performance. Any statements contained
herein that are not statements of historical fact may be deemed to
be forward-looking statements. In addition, any statements that
refer to projections, forecasts, or other characterizations of
future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions may
identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. The
forward-looking statements contained in this press release are
based on certain assumptions and analyses made by the management of
UpHealth in light of their respective experience and perception of
historical trends, current conditions, and expected future
developments and their potential effects on UpHealth as well as
other factors they believe are appropriate in the circumstances.
There can be no assurance that future developments affecting
UpHealth will be those anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which
are beyond the control of the parties), or other assumptions that
may cause actual results or performance to be materially different
from those expressed or implied by these forward-looking
statements, including market conditions and their impact on the
trading price of our common stock on the New York Stock Exchange,
other factors discussed in the Proxy Statement, the mix of services
utilized by UpHealth’s customers and such customers’ needs for
these services, market acceptance of new service offerings, the
ability of UpHealth to expand what it does for existing customers
as well as to add new customers, that UpHealth will have sufficient
capital to operate as anticipated, and the impact that the novel
coronavirus and the illness, COVID-19, that it causes, as well as
government responses to deal with the spread of this illness and
the reopening of economies that have been closed as part of these
responses, may have on UpHealth’s operations, the demand for
UpHealth’s products, global supply chains and economic activity in
general. Should one or more of these risks or uncertainties
materialize or should any of the assumptions being made prove
incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. We undertake no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or
otherwise, except as may be required under applicable securities
laws.
Investor Relations:
Shannon Devine (MZ North America)
Managing Director
203-741-8811
UPH@mzgroup.us
Media:
Edna Johnson (UpHealth, Inc.)
Chief Communications Officer
mediarelations@uphealthinc.com
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