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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported in Item 5.07 below, at its Annual Meeting of Stockholders (the “Annual Meeting”) held on June 29, 2023, the stockholders of Nutex Health Inc. (“Nutex” or the “Company”) approved the Amended and Restated Nutex Health Inc. 2023 Equity Incentive Plan (the “2023 Plan”) and the Nutex Health Inc. 2023 Employee Stock Purchase Plan (the “2023 ESPP”). Under the 2023 ESPP, the first Purchase Period (as defined in the 2023 ESPP) will commence on July 1, 2023 and terminate on September 30, 2023. The 2023 Plan and 2023 ESPP are described in more detail in Nutex’s 2023 definitive proxy statement on Form DEF 14A (“Proxy Statement”), filed with the Securities and Exchange Commission on May 19, 2023.
The foregoing description, and the description incorporated by reference from the Proxy Statement, are qualified in their entirety by reference to the 2023 Plan and the 2023 ESPP, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, to this Current Report on 8-K, respectively.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As reported in Item 5.07 below, at the Annual Meeting, the Company’s stockholders approved the Company’s Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate of Incorporation”), to:
| ● | increase the number of authorized shares of our common stock from 900,000,000 to 950,000,000; and |
| ● | add a provision exculpating certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law. |
The Board previously adopted the Second Amended and Restated Certificate of Incorporation subject to approval by the Company’s stockholders at the Annual Meeting. The Second Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on 8-K and is incorporated herein by reference. A more detailed description of the Second Amended and Restated Certificate of Incorporation and the changes effected was included in the Company’s Proxy Statement, which description is incorporated in its entirety herein by reference. The foregoing description of the Second Amended and Restated Certificate of Incorporation is not intended to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Certificate of Incorporation.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Nutex was held on June 29, 2023, to vote on the following nine proposals, for which the final vote results are set forth below:
| 1. | Each of our director nominees was elected for a term expiring in 2024. |
Nominee | For | Withheld | Total Broker Non-Votes | ||||||||
Thomas T. Vo | 397,131,242 | 33,156,112 | 55,272,241 | ||||||||
Warren Hosseinion | 374,224,778 | 56,062,576 | 55,272,241 | ||||||||
Danniel Stites | 414,842,569 | 15,444,785 | 55,272,241 | ||||||||
John Waters | 413,165,593 | 17,121,761 | 55,272,241 | ||||||||
Cheryl Grenas | 397,331,961 | 32,955,393 | 55,272,241 | ||||||||
Michael L. Reed | 397,189,984 | 33,097,370 | 55,272,241 | ||||||||
Mitchel Creem | 409,459,787 | 20,827,567 | 55,272,241 | ||||||||
| 2. | The Amended and Restated Nutex Health Inc. 2023 Equity Incentive Plan was approved. |
For | Against | Abstain | Broker Non-Votes | |
341,569,765 | 86,737,458 | 1,980,131 | 55,272,241 |
| 3. | An amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock from 900,000,000 to 950,000,000 was approved. |
For | Against | Abstain | |
329,679,669 | 154,683,357 | 1,196,569 |
| 4. | An amendment to our Amended and Restated Certificate of Incorporation to limit the liability of officers of Nutex Health Inc. as permitted by recent amendments to Delaware law was approved. |
For | Against | Abstain | Broker Non-Votes | |
370,312,805 | 55,325,133 | 4,649,416 | 55,272,241 |
| 5. | The compensation of our named executive officers was approved, on an advisory basis. |
For | Against | Abstain | Broker Non-Votes | |
357,154,478 | 72,863,958 | 268,918 | 55,272,241 |
| 6. | “3 Years” was approved, on an advisory basis, as the frequency with which the Company should hold future advisory votes on the compensation of the Company’s named executive officers. |
3 Years | 2 Years | 1 Year | Broker Non-Votes | |||||||||||||||
332,467,009 | 2,186,394 | 95,622,360 | 55,283,832 | |||||||||||||||
| 7. | An amendment to the Company’s Second Amended and Restated Certificate of Incorporation was approved to effect a reverse stock split of the outstanding shares of the Company’s common stock, at a split ratio of between 1-for-2 and 1-for-15, if and when determined by the Board of Directors in its sole discretion, prior to the one-year anniversary of this Annual Meeting. |
For | Against | Abstain | |
388,368,187 | 95,908,290 | 1,283,118 |
| 8. | Marcum LLP was ratified as our independent registered public accounting firm for the year ending December 31, 2023: |
For | Against | Abstain | |
438,372,406 | 43,567,308 | 3,619,881 |
| 9. | The Nutex Health Inc. 2023 Employee Stock Purchase Plan was approved. |
For | Against | Abstain | Broker Non-Votes | |
423,424,537 | 5,283,394 | 1,579,423 | 55,272,241 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description of Exhibit |
3.1* | |
10.1 | |
10.2* | |
104 | Cover Page Interactive Data File – (embedded within Inline XBRL document). |
* Filed herewith