DARIOHEALTH CORP. (NASDAQ:DRIO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of Amendment to Amended and Restated 2012 Equity Incentive Plan
On May 18, 2018, DarioHealth Corp. (the “Company”)held its 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”).At the 2018 Annual Meeting, the Company’s stockholders approved an amendment to the Company's Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan Amendment”). The 2012 Plan Amendment previously had been approved, subject to stockholder approval, by the Company’s Board of Directors on March 26, 2018.
The Company’s officers and directors are among the persons eligible to receive awards under the2012 Plan Amendment in accordance with the terms and conditions thereunder. to the 2012 Plan Amendment, the number of shares authorized for issuance under the Company's Amended and Restated 2012 Equity Incentive Plan was increased by 1,500,000 shares from 3,873,000 to 5,373,000.
The description of the 2012 Plan Amendment is qualified in its entirety by reference to the full text of the2012 Plan Amendment a copy of which is attached as Exhibit 10.1.
Item 5.02.Submission of Matters to a Vote of Security Holders.
As disclosed above, the Company held its 2018 Annual Meeting on May 18, 2018. The final voting results are set forth below.
Stockholders voted on the following proposals:
Proposal No. 1 — Election of Directors.
The stockholders elected the following directors of the Company to hold office until the next annual meeting of stockholders and until their respective successors shall be elected and qualified or until their earlier resignation or removal. The votes were as follows:
| Director Name | For | Against | Abstain | Broker Non-Votes |
| Erez Raphael | 10,500,702 | – | 4,451 | 2,239,837 |
| Yalon Farhi | 10,499,202 | – | 5,951 | 2,239,837 |
| Malcolm Hoenlein | 10,501,737 | – | 3,416 | 2,239,837 |
| Allen Kamer | 10,247,465 | – | 257,688 | 2,239,837 |
| Hila Karah | 10,242,661 | – | 262,492 | 2,239,837 |
| Dennis M. McGrath | 10,501,637 | – | 3,516 | 2,239,837 |
| Richard B. Stone | 10,504,048 | – | 1,105 | 2,239,837 |
| Rami Yehudiha | 10,239,215 | – | 265,938 | 2,239,837 |
| Ori Zanco | 10,500,207 | – | 4,946 | 2,239,837 |
Proposal No. 2 — Private Placement Proposal.
The stockholders approved, for purposes of NASDAQ Listing Rule 5635(d), the conversion of 1,234,080 shares of the Company’s Series C Convertible Preferred Stock, which was issued to a private placement transaction that closed on February 28, 2018 and March 6, 2018, into an aggregate of 2,468,160 shares of common stock based on a conversion price of $1.40 per share. The votes were as follows:
| For(1) | Against | Abstain | Broker Non-Votes |
| 6,516,256 | 21,495 | 320,708 | 2,239,837 |
(1) Holders of shares of 3,646,694 common stock indicated that they purchased such shares of common stock in the private placement offering that closed on February 28, 2018 and March 6, 2018, and therefore were not counted in determining whether or not the private placement proposal was approved.
Proposal No. 3 — Incentive Plan Proposal.
The stockholders approved the 2012 Plan Amendment. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes |
| 10,438,645 | 50,179 | 16,329 | 2,239,837 |
Proposal No. 4 — Ratification of Auditors.
The stockholders ratified the appointment of Kost Forer Gabbay& Kasierer, a member of Ernst & Young Global, as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2017. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes |
| 12,534,393 | 203,170 | 7,427 | N/A |
Proposal No. 5 — Bylaw Amendment Proposal.
The stockholders failed to approve an amendment to the Company’s bylaws, permitting the stockholders to remove a director with or without cause by a vote of the majority of the stockholders entitled to vote at a meeting of the stockholders. The proposal relating to the amendment of the bylaws required the affirmative vote of sixty-six and two-thirds percent (66 2/3%) of the stockholders entitled to vote at a meeting of the stockholders. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes |
| 10,430,539 | 73,102 | 1,512 | 2,239,837 |
Item 5.02Financial Statements and Exhibits.
(d) Exhibits
DarioHealth Corp. ExhibitEX-10.1 2 tv494746_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Amendment to Amended and Restated 2012 Equity Incentive Plan WHEREAS,…To view the full exhibit click here
About DARIOHEALTH CORP. (NASDAQ:DRIO)
DarioHealth Corp, formerly Labstyle Innovations Corp, is a digital health (mHealth) company. The Company is engaged in developing and commercializing a technology providing consumers with laboratory-testing capabilities using smart phones and other mobile devices. The Company’s product, Dario, also known as Dario Smart Diabetes Management Solution, is a mobile, real-time, cloud-based, diabetes management solution based on a software application combined with a pocket-sized, blood glucose monitoring device, Dario Smart Meter. The Dario product is a digital diabetes management solution utilizing its technology delivered through a software application available for iPhone or Android and cloud-based data services with a blood glucose monitoring system device. Dario allows users to record, analyze, transmit and store various data points, such as glucose level, insulin and carbohydrate intake. It markets the Dario Smart Diabetes Management Solution in the Netherlands and New Zealand.
