0001171843-20-004137.txt : 20200602 0001171843-20-004137.hdr.sgml : 20200602 20200602161432 ACCESSION NUMBER: 0001171843-20-004137 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200529 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20200602 DATE AS OF CHANGE: 20200602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JOINT Corp CENTRAL INDEX KEY: 0001612630 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 900544160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36724 FILM NUMBER: 20937110 BUSINESS ADDRESS: STREET 1: 16767 N PERIMETER DRIVE STREET 2: SUITE 110 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 480 245 5960 MAIL ADDRESS: STREET 1: 16767 N PERIMETER DRIVE STREET 2: SUITE 110 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 8-K 1 f8k_060220.htm FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

Date of report (date of earliest event reported): May 29, 2020

 

 

The Joint Corp.

(Exact name of registrant as specified in its charter)

 

 

Delaware  001-36724  90-0544160
(State or other juris-  (Commission file  (IRS employer
diction of incorporation)  number)  identification number)

 

 

16767 N. Perimeter Drive, Suite 110

Scottsdale, AZ 85260

(Address of principal executive offices)

 

 

Registrant’s telephone number, including area code:

(480) 245-5960

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligations 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 Stock, $0.001 Par Value Per Share JYNT The NASDAQ Capital Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 2020 annual meeting of stockholders of The Joint Corp. (the “Company”) was held on May 29, 2020. Set forth below is a brief description of each matter voted on at the meeting and the final voting results.

 

Proposal 1. The election of seven members of the Company’s board of directors for terms expiring at the 2021 annual meeting of stockholders. In accordance with the results below, each nominee was elected to serve as a director.

 

  Votes For Votes Against Abstentions
Matthew E. Rubel   7,420,324   43,243   7,107
James H. Amos, Jr.   7,367,180   96,387   7,107
Ronald V. DaVella   7,304,736   158,813   7,125
Suzanne M. Decker   7,450,156   6,885   13,633
Peter D. Holt   7,387,116   63,469   20,089
Abe Hong   7,379,137   78,890   12,647
Glenn J. Krevlin   7,448,233   9,590   12,851

 

Proposal 2. The approval, on a non-binding advisory basis, of the compensation of the named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Company’s proxy statement for the 2020 annual meeting of stockholders. In accordance with the results below, the proposed resolution was approved.

 

Votes For

 

Votes Against Abstentions
7,210,751 114,937 144,986

 

 

 

 

Proposal 3. The approval, on a non-binding advisory basis, of the frequency of an advisory vote on the compensation of the named executive officers of the Company. In accordance with the results below, an annual non-binding advisory vote on the compensation of the named executive officers was approved.

 

Votes for Every Year Votes for Every Two Years Votes for Every Three Years Abstentions
7,250,917 33,974 151,590 34,193

 

Proposal 4. The ratification of the selection of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. In accordance with the results below, the selection of Plante & Moran, PLLC was ratified.

 

Votes For Votes Against Abstentions
7,396,636 61,241 12,797

 

 

Signature

 

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.

 

Date: June 2, 2020

 

  The Joint Corp.
   
  By /s/ Peter D. Holt
    Peter D. Holt
    President and Chief Executive Officer