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): September 7, 2016

 

 

InfuSystem Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35020   20-3341405

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

31700 Research Park Drive

Madison Heights, Michigan 48071

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (248) 291-1210

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 (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))

 

 

 


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

On September 7, 2016, the Company held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 22,633,972 shares of the Company’s common stock outstanding and entitled to vote as of the July 21, 2016, record date, 19,443,866 shares were present at the Annual Meeting in person or by proxy. The following proposals were voted on at the Annual Meeting:

Proposal 1—The stockholders elected all of the Company’s nominees for election to the Company’s Board of Directors. The results of the number of shares voted were as follows:

 

Director Name

   For      Withheld      Broker
Non-Votes
 

David Dreyer

     12,192,690         1,132,621         6,118,555   

Gregg Lehman

     11,200,156         2,125,155         6,118,555   

Ryan Morris

     10,147,560         3,177,751         6,118,555   

Scott Shuda

     13,005,020         320,291         6,118,555   

Eric Steen

     13,008,368         316,943         6,118,555   

Joseph Whitters

     12,592,542         732,769         6,118,555   

Proposal 2—Approval, by advisory vote, of the compensation of the Company’s named executive officers was approved based on the number of shares voted as follows:

 

     Shares  

For:

     12,576,917   

Against:

     98,094   

Abstain:

     650,300   

Broker non-votes:

     6,118,555   

Proposal 3—Approval of an amendment to increase the shares reserved for issuance under the Company’s Employee Stock Purchase Plan was approved based on the number of outstanding shares voted as follows:

 

     Shares  

For:

     12,583,686   

Against:

     685,145   

Abstain:

     56,480   

Broker non-votes:

     6,118,555   

Proposal 4—The stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The results of the number of shares voted were as follows:

 

     Shares  

For:

     17,832,005   

Against:

     7,624   

Abstain:

     1,604,237   

Broker non-votes:

     —     


Signature

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.

 

INFUSYSTEM HOLDINGS, INC.
By:   /s/ Sean W. Schembri
  Name:   Sean W. Schembri
  Title:  

Executive Vice President, General

Counsel and Corporate Secretary

Dated: September 7, 2016