UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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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. |
At the 2023 Annual Meeting of Stockholders of Streamline Health Solutions, Inc. (the “Company”), held on June 15, 2023 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Streamline Health Solutions, Inc. Third Amended and Restated 2013 Stock Incentive Plan (the “2013 Plan”) to increase the number of shares of the Company’s common stock available for issuance thereunder by 1,000,000 shares, from 10,223,246 shares to 11,223,246 shares (the “2013 Plan Amendment”). The material terms of the 2013 Plan, as amended by the 2013 Plan Amendment, are summarized in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 10, 2023 (the “Proxy Statement”). A copy of the 2013 Plan Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on June 15, 2023. Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s proposals. At the Annual Meeting, the Company’s stockholders voted upon four proposals. The proposals are described in detail in the Proxy Statement. A brief description and the final vote results for each proposal follow. As of the record date for the Annual Meeting, there were 57,569,451 shares of common stock outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 40,775,003 shares of common stock, or 70.8% of the outstanding shares of common stock, were represented in person or by proxy.
| 1. | Election of five directors for terms expiring at the 2024 Annual Meeting of Stockholders: |
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Wyche T. “Tee” Green, III | 30,661,571 | 357,528 | 9,755,904 | |||||||||
| Kenan H. Lucas | 30,945,910 | 73,189 | 9,755,904 | |||||||||
| Jonathan R. Phillips | 30,766,345 | 252,754 | 9,755,904 | |||||||||
| Justin J. Ferayorni | 30,420,507 | 598,592 | 9,755,904 | |||||||||
| Judith E. Starkey | 30,945,909 | 73,190 | 9,755,904 | |||||||||
As a result, each nominee was elected to serve as a director for a term expiring at the 2024 Annual Meeting of Stockholders.
| 2. | Approval, on a non-binding advisory basis, of the compensation of the named executive officers listed in the Proxy Statement (“say-on-pay”): |
| For | Against | Abstain | Broker Non-Votes | |||
| 30,904,828 | 75,849 | 38,422 | 9,755,904 |
As a result, the proposal was approved.
| 3. | Ratification of the appointment of the firm of FORVIS, LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2023: |
| For | Against | Abstain | Broker Non-Votes | |||
| 40,720,067 | 3,462 | 51,474 | − |
As a result, the proposal was approved.
| 4. | Approval of an amendment to the Streamline Health Solutions, Inc. Third Amended and Restated 2013 Stock Incentive Plan to increase the number of shares of common stock available for issuance under the plan: |
| For | Against | Abstain | Broker Non-Votes | |||
| 30,086,376 | 900,780 | 31,943 | 9,755,904 |
As a result, the proposal was approved.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT NUMBER |
DESCRIPTION | |
| 10.1 | Amendment No. 3 to Streamline Health Solutions, Inc. Third Amended and Restated 2013 Stock Incentive Plan, dated June 15, 2023 (Incorporated by reference from Appendix B to the Company’s Definitive Proxy Statement, dated May 11, 2023, for the Company’s 2023 Annual Meeting of Stockholders). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Streamline Health Solutions, Inc. | ||
| Date: June 20, 2023 | By: | /s/ Thomas J. Gibson |
| Name: | Thomas J. Gibson | |
| Title: | Chief Financial Officer | |
Cover |
Jun. 20, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 20, 2023 |
| Entity File Number | 0-28132 |
| Entity Registrant Name | Streamline Health Solutions, Inc. |
| Entity Central Index Key | 0001008586 |
| Entity Tax Identification Number | 31-1455414 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 2400 Old Milton Pkwy. |
| Entity Address, Address Line Two | Box 1353 |
| Entity Address, City or Town | Alpharetta |
| Entity Address, State or Province | GA |
| Entity Address, Postal Zip Code | 30009 |
| City Area Code | (888) |
| Local Phone Number | 997-8732 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.01 par value |
| Trading Symbol | STRM |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |