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
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) On January 17, 2023, Modular Medical, Inc. (the “Company”) held its annual meeting of shareholders for the fiscal year ended March 31, 2022 (the “Annual Meeting”), and a quorum for the transaction of business was present in person virtually or represented by proxy. The Company’s shareholders voted on six proposals, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 20, 2022.
(b) Voting results were as follows:
| · | Proposal 1 – Election of directors to serve until the next annual meeting of shareholders. |
| For | Withheld | Broker Non-Vote | ||||||||||
| Paul DiPerna | 6,316,874 | 24,074 | 1,473,940 | |||||||||
| William Febbo | 6,223,061 | 118,517 | 1,473,940 | |||||||||
| Steven Felsher | 6,085,541 | 256,037 | 1,473,940 | |||||||||
| Morgan Frank | 6,316,874 | 24,074 | 1,473,940 | |||||||||
| Philip Sheibley | 6,337,468 | 4,110 | 1,473,940 | |||||||||
| Carmen Volkart | 6,232,034 | 109,544 | 1,473,940 | |||||||||
| Ellen O’Connor Vos | 6,060,874 | 280,704 | 1,473,940 | |||||||||
All of the foregoing candidates were elected to serve as directors until the next annual meeting of shareholders and until the election and qualification of her or his successor or earlier resignation or removal.
| · | Proposal 2 – Amendment of the Amended 2017 Equity Incentive Plan to increase the number of shares currently reserved for issuance thereunder by 2,000,000 shares. |
| For | Against | Abstain | Broker Non-Vote | |||||||||
| 6,135,990 | 156,846 | 48,742 | 1,437,940 | |||||||||
| · | Proposal 3 – Approval, on an advisory basis, of the executive compensation of the Company's named executive officers. |
| For | Against | Abstain | Broker Non-Vote | |||||||||
| 6,263,648 | 28,468 | 49,462 | 1,473,940 | |||||||||
| · | Proposal 4 – Recommendation, on a non-binding advisory basis, on the frequency of future advisory votes on the compensation of the Company’s named executive officers. |
| One Year | Two Years | Three Years | Abstain | |||||||||
| 671,818 | 4,799 | 5,664,961 | — | |||||||||
| · | Proposal 5 – Ratification of the audit committee’s appointment of Farber Hass Hurley LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2023. |
| For | Against | Abstain | Broker Non-Vote | |||||||||
| 7,814,759 | 39 | 720 | — | |||||||||
| · | Proposal 6 – Approval of one or more adjournments of the Annual Meeting. |
| For | Against | Abstain | Broker Non-Vote | |||||||||
| 7,659,802 | 155,549 | 167 | — | |||||||||
On the basis of the voting results, the proposals to (i) amend the Amended 2017 Equity Incentive Plan to increase the number of shares currently reserved for issuance thereunder by 2,000,000 shares; and (ii) ratify the audit committee’s appointment of Farber Hass Hurley LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2023 were adopted.
On the basis of the voting results, shareholders also voted a sufficient number of non-binding advisory votes to recommend that the frequency of the advisory vote on the compensation of the Company’s named executive officers be held every 3 years and approve, on an advisory basis, the compensation of the Company's named executive officers.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 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, thereunto duly authorized.
| MODULAR MEDICAL, INC. | |||
| Date: January 19, 2023 | By: | /s/ James E. Besser | |
| James E. Besser | |||
| Chief Executive Officer | |||