0001341004-19-000407.txt : 20190614 0001341004-19-000407.hdr.sgml : 20190614 20190614170015 ACCESSION NUMBER: 0001341004-19-000407 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190613 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190614 DATE AS OF CHANGE: 20190614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRH Medical Corp CENTRAL INDEX KEY: 0001461119 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37542 FILM NUMBER: 19899529 BUSINESS ADDRESS: STREET 1: 57B - 999 CANADA PLACE STREET 2: WORLD TRADE CENTER CITY: VANCOUVER STATE: A1 ZIP: V6C 3E1 BUSINESS PHONE: 604-633-1440 X 1048 MAIL ADDRESS: STREET 1: 57B - 999 CANADA PLACE STREET 2: WORLD TRADE CENTER CITY: VANCOUVER STATE: A1 ZIP: V6C 3E1 8-K 1 form8k.htm FORM 8-K

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Rule 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
June 13, 2019
CRH MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)
British Columbia, Canada
001-37542
Not Applicable
(State or other jurisdiction
of incorporation)
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
 
Suite 578 – 999 Canada Place, World Trade Center, Vancouver,
British Columbia, Canada
V6C 3E1
(Address of principal executive offices)
(Zip Code)
 
(604) 633-1440
 
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name of former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, no par value
CRHM
NYSE American
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The following information is filed pursuant to Item 5.07, “Submission of Matters to a Vote of Security Holders.”

On June 13, 2019, CRH Medical Corporation (the "Company") held its 2019 annual meeting of shareholders (the “Annual Meeting”). A total of 47,049,469 common shares of the 71,471,888 common shares outstanding were voted at the Annual Meeting, representing approximately 65.83% of the issued and outstanding common shares of the Company. Set forth below are the matters acted upon by the Company’s shareholders at the Annual Meeting, and the final voting results on each matter. Each of the proposals are described in further detail in the Company’s definitive proxy statement dated April 30, 2019, filed with the Securities and Exchange Commission on April 30, 2019.

Proposal 1 – Election of Directors

By resolution passed by ballot, the following five nominees proposed by management were elected as directors of the Company to hold office until the next annual meeting of shareholders or until their successors are elected or appointed. There were 8,739,696 broker non-votes for this proposal. Votes were received as follows:

Nominee
Votes For
% Votes For
Votes Withheld
% Votes Withheld
Dr. Anthony Holler
37,898,459
98.93%
411,314
1.07%
Dr. David Johnson
38,208,923
99.74%
100,850
0.26%
Todd Patrick
36,036,238
94.07%
2,273,535
5.93%
Ian Webb
34,207,027
89.29%
4,102,746
10.71%
Dr. Tushar Ramani
38,234,053
99.80%
75,720
0.20%

Proposal 2 – Appointment and Remuneration of Auditors

By resolution passed by show of hands, KPMG LLP, Chartered Accountants, was appointed auditor of the Company for the ensuing year and the directors were authorized to fix their remuneration.

A report outlining the voting results described above is filed as Exhibit 99.1 hereto.



ITEM 8.01.
OTHER EVENTS

The following information is filed pursuant to Item 8.01, “Other Events.”

On June 13, 2019, the Company issued a press release announcing the voting results of its Annual Meeting, which was filed with the Canadian securities regulatory authorities in Canada on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. A copy of this press release is filed as Exhibit 99.2 hereto.



ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits


Exhibit No.
 
Description
 
 


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, thereunto duly authorized.


 
CRH MEDICAL CORPORATION
 
(Registrant)
     
Date: June 14, 2019
By:
/s/ Richard Bear
 
Name:
Richard Bear
 
Title:
Chief Financial Officer

EX-99.1 2 ex99-1.htm VOTING RESULTS

Exhibit 99.1

CRH Medical Corporation
(the “Company”)

Annual General Meeting of Shareholders
(the “Meeting”)

June 13, 2019

REPORT OF VOTING RESULTS
(Pursuant to Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations)

Common Shares represented at the Meeting:
47,049,469
Total issued and outstanding Common Shares as at Record Date:
71,471,888
Percentage of issued and outstanding Common Shares represented:
65.83%


1.
Election of Directors

By resolution passed by ballot, the following five nominees proposed by management were elected as directors of the Company to hold office until the next annual meeting of shareholders or until their successors are elected or appointed. Votes were received as follows:

Nominee
Votes For
% Votes For
Votes Withheld
% Votes Withheld
Dr. Anthony Holler
37,898,459
98.93%
411,314
1.07%
Dr. David Johnson
38,208,923
99.74%
100,850
0.26%
Todd Patrick
36,036,238
94.07%
2,273,535
5.93%
Ian Webb
34,207,027
89.29%
4,102,746
10.71%
Dr. Tushar Ramani
38,234,053
99.80%
75,720
0.20%


2.
Appointment of Auditor

By resolution passed by show of hands, KPMG LLP, Chartered Accountants, was appointed auditor of the Company for the ensuing year and the directors authorized to fix their remuneration.

Dated: June 13, 2019


EX-99.2 3 ex99-2.htm PRESS RELEASE
Exhibit 99.2
CRH Medical Corporation Announces Voting Results of Shareholders Meeting

VANCOUVER, June 13, 2019 – CRH Medical Corporation (the “Company”) (TSX: CRH) (NYSE MKT: CRHM), announces the following voting results for the Company’s 2019 Annual Meeting of Shareholders held today (the “Meeting”). At the Meeting, the nominees listed in the Company’s management proxy circular were elected as directors and KPMG LLP was appointed as auditor of the Company for the coming year.
A total of 47,049,469 common shares of the 71,471,888 common shares outstanding were voted at the Meeting, representing approximately 65.83% of the issued and outstanding common shares of the Company. Detailed results of the vote for the election of directors are set out below:

Nominee
Votes For
% Votes For
Votes Withheld
% Votes Withheld
Dr. Anthony Holler
37,898,459
98.93%
411,314
1.07%
Dr. David Johnson
38,208,923
99.74%
100,850
0.26%
Todd Patrick
36,036,238
94.07%
2,273,535
5.93%
Ian Webb
34,207,027
89.29%
4,102,746
10.71%
Dr. Tushar Ramani
38,234,053
99.80%
75,720
0.20%

In addition, KPMG LLP was appointed auditor of the Company for the upcoming year, by a show of hands.
About CRH Medical Corporation:
CRH Medical Corporation is North American company focused on providing gastroenterologists throughout the United States with innovative services and products for the treatment of gastrointestinal diseases. In 2014, CRH became a full-service gastroenterology anesthesia company that provides anesthesia services for patients undergoing endoscopic procedures in ambulatory surgical centers. To date, CRH has completed 22 anesthesia acquisitions. CRH now serves 50 ambulatory surgical centers in 11 states and performs approximately 324,000 procedures annually. In addition, CRH owns the CRH O'Regan System, a single-use, disposable, hemorrhoid banding technology that is safe and highly effective in treating all grades of hemorrhoids. CRH distributes the O'Regan System, treatment protocols, operational and marketing expertise as a complete, turnkey package directly to gastroenterology practices, creating meaningful relationships with the gastroenterologists it serves. CRH's O'Regan System is currently used in all 48 lower US states.
For more information, please contact:
CRH Medical Corporation
Richard Bear, Chief Financial Officer
425-658-0151
rbear@crhmedcorp.com
http://investors.crhsystem.com/