8-K 1 f8k_110519.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): November 5, 2019

 

ZOMEDICA PHARMACEUTICALS CORP.
(Exact name of registrant as specified in its charter)

 

Alberta, Canada   001-38298   N/A
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

100 Phoenix Drive, Suite 190, Ann Arbor, Michigan   48108
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (734) 369-2555

 

 
(Former name or 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 (see General Instruction A.2. below):

 

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))

 

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. ☒

 

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, without par value ZOM NYSE American

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On November 5, 2019, Zomedica Pharmaceuticals Corp. (the “Company”) held its Annual and Special Meeting of Shareholders (the “Annual Meeting”). The matters voted on at the Annual Meeting were: (i) fixing the number of directors of the Company at six (6), (ii) the election of directors of the Company, (iii) the ratification of the appointment of the Company’s independent registered public accounting firm, and (iv) approval of the Company’s 2019 Stock Option Plan. Shareholders representing 69,531,652 shares, or 64.36%, of the common shares outstanding as of the September 16, 2019 record date were represented at the meeting in person or by proxy. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on October 2, 2019. The final voting results were as follows:

 

     
  1. The proposal to fix the number of directors of the Company to be elected at the meeting at six (6) was approved by the shareholders based upon the following votes:

 

FOR

AGAINST

 

WITHHELD  BROKER NON-VOTES
55,961,160 310 281,961 51,794,966

 

 

  2. The shareholders elected the following nominees, Gerald Solensky, Jr., Shameze Rampertab, Jeffrey Rowe, James LeBar, Rodney Williams and Johnny D. Powers, as directors of the Company to serve until the 2020 annual meeting and until his successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal.
     
    The votes were cast with respect to this matter as follows:
   

 

 

FOR

 

 

 

AGAINST

 

WITHELD

 

 

 

BROKER NON-VOTES

 

 
  Gerald Solensky Jr. 56,228,338   15,094 51,794,966  
  Shameze Rampertab 56,213,730   29,702 51,794,966  
  Jeffrey Rowe 56,224,777   18,655 51,794,966  
  James LeBar 55,929,276   314,156 51,794,966  
 

Rodney Williams

Johnny D. Powers

55,514,987

56,223,943

 

728,445

19,489

51,794,966

51,794,966

 
             
                 

 

 

 

     
  3. The proposal to ratify the appointment of MNP LLP, Chartered Accountants as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2019 was approved by the shareholders based upon the following votes:

 

 

FOR

AGAINST

 

WITHHELD  BROKER NON-VOTES
69,366,289   165,363 38,506,746

 

 

     
  4. The proposal to ratify and approve the Company’s 2019 Stock Option Plan was approved by the shareholders based upon the following votes:

 

 

FOR

AGAINST

 

WITHHELD BROKER NON-VOTES
55,125,944 362,418 755,070 51,794,966

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

   ZOMEDICA PHARMACEUTICALS CORP.
    
    
Date: November 5, 2019  By: /s/ Shameze Rampertab
   Name: Shameze Rampertab
   Title: Chief Financial Officer