UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s Telephone Number, Including Area Code)
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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) |
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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 | AKU | Toronto Stock Exchange |
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.
Akumin Inc. (the “Company”) held its Annual General and Special Meeting of Shareholders on June 30, 2022 (the “Meeting”). At the close of business on May 16, 2022, the record date of the Meeting, the Company had 89,516,513 common shares issued and outstanding.
The results of the proposals are as follows:
| 1. | To elect the directors of the Company who will serve until the end of the next annual meeting of shareholders: |
| Name |
For |
Withhold | ||
| Thomas Davies |
50,795,166 | 35,197 | ||
| Stanley Dunford |
50,795,366 | 34,997 | ||
| Haichen Huang |
50,549,811 | 280,552 | ||
| Murray Lee |
49,882,539 | 947,824 | ||
| Paul Viviano |
50,794,111 | 36,252 | ||
| James Webb |
50,795,366 | 34,997 | ||
| James Wyper |
50,794,366 | 35,997 | ||
| Riadh Zine |
50,648,811 | 181,552 |
Each of the director nominees was duly elected.
| 2. | To appoint the Company’s external auditors, Ernst & Young LLP, who will serve until the end of the next annual meeting of shareholders or until a successor is appointed by the Company’s Board of Directors (the “Board”), and to authorize the members of the Audit Committee of the Company to fix such auditor’s remuneration: |
| For |
Withhold | |
| 52,819,804 | 9,198 |
The proposal was approved.
| 3. | To consider and, if deemed advisable, pass a special resolution authorizing the Board, in its sole discretion, to change our jurisdiction of incorporation from the province of Ontario to the State of Delaware in the United States of America through the adoption of a certificate of corporate domestication and a new certificate of incorporation: |
| For |
Against |
Withhold | ||
| 50,814,990 | 15,173 | 200 |
The proposal was approved.
| 4. | To consider and, if deemed advisable, pass a special resolution authorizing the Board, in its sole discretion, to consolidate all of the shares of the common stock of Akumin Inc. on the basis of a consolidation ratio of one new common share for up to every four old common shares, to be determined at Board’s discretion, and to amend the Company’s articles accordingly: |
| For |
Against |
Withhold | ||
| 48,510,783 | 4,295,174 | 23,045 |
The proposal was approved.
Item 7.01 Regulation FD.
On June 30, 2022, the Company issued a press release announcing the results of the Meeting. A copy of this press release is attached as Exhibit 99.1 and is incorporated herein by reference.
The information in this Form 8-K provided under Item 7.01 and Exhibit 99.1 attached hereto is being furnished to, and shall not be deemed “filed” with, the U.S. Securities and Exchange Commission or incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated June 30, 2022 | |
| 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.
| Akumin Inc. | ||||||
| Date: June 30, 2022 | By: | /s/ Matt Cameron | ||||
| Matt Cameron | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||