UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 30, 2021, InspireMD, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”). As described below under Item 5.07, at the Annual Meeting, the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan was previously approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”), upon the recommendation of the Board’s Compensation Committee, on August 9, 2021.
A detailed summary of the 2021 Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting filed with the Securities and Exchange Commission on August 12, 2021 (the “Proxy Statement”) under the caption “Proposal 2: Approval of 2021 Equity Incentive Plan,” which summary is incorporated herein by reference.
That detailed summary of the 2021 Plan is qualified in its entirety by reference to the full text of the 2021 Plan, a copy of which is attached as Annex A to the Company’s Proxy Statement, and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The final voting results of the 2021 Annual Meeting held on September 30, 2021, are set forth below. Stockholders voted on the following proposals:
Proposal No. 1 — Election of Directors.
The stockholders elected the following directors of the Company to serve on the Board of Directors, as class 1 directors, for a term of three years or until their successors are elected and qualified, or until their earlier resignation or removal. The votes were as follows:
| Director Name | For | Against | Abstain | Broker Non-Votes | ||||
| Gary Roubin | 1,114,837 | 0 | 41,918 | 1,970,669 | ||||
| Paul Stuka | 1,092,188 | 0 | 64,567 | 1,970,669 |
Proposal No. 2 — Approval of 2021 Equity Incentive Plan.
The stockholders approved the 2021 Plan. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 950,904 | 194,949 | 10,902 | 1,970,669 |
Proposal No. 3 — Advisory Vote on Compensation of Company’s Named Executive Officers.
The stockholders approved, by a nonbonding advisory vote, the compensation of the Company’s named executive officers as described the proxy statement. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 998,320 | 144,890 | 13,545 | 1,970,669 |
Proposal No. 4 — Ratification of Auditors.
The stockholders ratified the appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as the company’s independent registered public accounting firm for the 2021 fiscal year. The votes were as follows:
| For | Against | Abstain | ||
| 3,080,291 | 36,601 | 10,532 |
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.
| INSPIREMD, INC. | ||
| Date: September 30, 2021 | By: | /s/ Craig Shore |
| Name: | Craig Shore | |
| Title: | Chief Financial Officer | |