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 | (Commission File Number) | (IRS Employer |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
Not applicable
(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As disclosed in Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of Butterfly Network, Inc. (the “Company”) held on June 7, 2024, the Company’s stockholders approved the Butterfly Network, Inc. 2024 Employee Stock Purchase Plan (the “2024 ESPP”).
A summary of the material terms and conditions of the 2024 ESPP is set forth as a part of Proposal 4 in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2024 and is incorporated herein by reference. That summary is qualified in its entirety by reference to the full text of the 2024 ESPP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As disclosed in Item 5.07 of this Current Report on Form 8-K, the Third Amended and Restated Certificate of Incorporation (the “A&R Charter”), as amended from time to time, was approved by the Company’s stockholders at the Annual Meeting.
On June 7, 2024, the Company filed the A&R Charter with the Secretary of State of the State of Delaware to amend and restate its Second Amended and Restated Certificate of Incorporation to (i) add a provision with respect to the automatic conversion of the Company’s Class B common stock effective February 12, 2028, which is seven years from the date of the closing of the business combination by and among Longview Acquisition Corp., Clay Merger Sub Inc., and BFLY Operations, Inc. (formerly Butterfly Network, Inc.) (the “Class B Conversion Amendment”), (ii) add a provision to provide for the exculpation of officers as permitted by recent amendments to Delaware law (the “Officer Exculpation Amendment”), and (iii) amend the exclusive forum provision (the “Exclusive Forum Amendment”).
The foregoing description of the A&R Charter does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Charter, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 7, 2024, the Company held its 2024 Annual Meeting to consider and vote on the five proposals set forth below, each of which is described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2024.
The following actions were taken at such meeting:
| 1. | The following nominees were re-elected to serve on the Company’s Board of Directors until the Company’s 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, based on the following votes: |
Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
Joseph DeVivo |
| 593,784,890 |
| 1,098,165 |
| 216,321 |
| 51,242,848 |
Jonathan M. Rothberg, Ph.D. | 593,358,531 | 1,485,055 | 255,790 | 51,242,848 | ||||
Larry Robbins | 592,424,239 | 2,447,570 | 227,567 | 51,242,848 | ||||
Dawn Carfora | 589,054,196 | 5,761,633 | 283,547 | 51,242,848 | ||||
Elazer Edelman, M.D., Ph.D. | 593,003,607 | 1,877,801 | 217,968 | 51,242,848 | ||||
S. Louise Phanstiel | 592,956,231 | 1,860,535 | 282,610 | 51,242,848 | ||||
Erica Schwartz, M.D., J.D., M.P.H. | 593,037,435 | 1,842,243 | 219,698 | 51,242,848 |
| 2. | The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified, based on the following results: |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
645,115,686 | 839,830 | 386,708 |
| 0 |
| 3. | On an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved, based on the following votes: |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
579,270,270 |
| 15,449,010 |
| 380,096 |
| 51,242,848 |
| 4. | The Company’s 2024 ESPP was approved, based on the following votes: |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
585,073,506 |
| 9,775,826 |
| 250,044 |
| 51,242,848 |
| 5. | The A&R Charter, including the following material differences between the Company’s Second Amended and Restated Certificate of Incorporation and the A&R Charter, as amended from time to time, which were presented as three different separate subproposals, was approved, based on the following votes: |
| (a) | The Class B Conversion Amendment; |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
593,283,270 |
| 1,310,039 |
| 506,067 |
| 51,242,848 |
| (b) | The Officer Exculpation Amendment; and |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
585,160,638 |
| 9,442,950 |
| 495,788 |
| 51,242,848 |
| (c) | The Exclusive Forum Amendment. |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
591,236,597 |
| 3,278,863 |
| 583,916 |
| 51,242,848 |
No other matters were submitted to or voted on by the Company's stockholders at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. |
| Description |
3.1 |
| |
10.1 | ||
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.
| BUTTERFLY NETWORK, INC. | ||
By: | /s/ Heather C. Getz, CPA | ||
Name: | Heather C. Getz, CPA | ||
Title: | Executive Vice President and Chief Financial & Operations Officer | ||
Date: June 13, 2024 | |||