DIGIRAD CORPORATION (NASDAQ:DRAD) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 below, regarding the amendment to the Restated Certificate of Incorporation of Digirad Corporation (the “Company”), is incorporated into this Item 3.03 by reference.

On April 27, 2018, at the 2018 annual meeting of the stockholders of the Company held on that date (the “Annual Meeting”), the stockholders of the Company approved the Company’s 2018 Incentive Plan (the “2018 Plan”). A detailed description of the 2018 Plan is included under the heading “Proposal 5: Approval of the 2018 Incentive Plan” in the definitive proxy statement filed in connection with the Annual Meeting with the Securities and Exchange Commission on March 22, 2018 (the “Proxy Statement”), which description is incorporated herein by reference.

The foregoing description of the 2018 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2018 Plan, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

On April 27, 2018, the Company filed a Certificate of Amendment of the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware that, as described in Item 5.07 below, was approved by the Company’s stockholders at the Annual Meeting (the “Extended Protective Amendment”). The Extended Protective Amendment effects a three-year extension to the provisions of the Company's Restated Certificate of Incorporation, as previously amended, designed to protect the tax benefits of the Company's net operating loss carryforwards, which provisions were approved by the Company’s stockholders and first became effective by way of an amendment to the Restated Certificate of Incorporation on May 1, 2015 (the “Original Protective Amendment”).

The Extended Protective Amendment leaves the Original Protective Amendment unchanged in all respects, other than to extend the expiration date from May 1, 2018 to May 1, 2021, and to make revisions necessary as a result of the enactment of Public Law 115-97 (commonly referred to as the Tax Cut and Jobs Act) on December 22, 2017. A detailed description of the Extended Protective Amendment is included under the heading “Proposal 4: Approval of Extended Protective Amendment” in the Proxy Statement, which description is incorporated herein by reference.

The foregoing description of the Extended Protective Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Extended Protective Amendment, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

The Annual Meeting was held to notice on April 27, 2018, at theCompany’s headquarters at 1048 Industrial Court, Suwanee, Georgia 30024. The total number of shares of Common Stock voted in person or by proxy at the Annual Meeting was 17,463,607, representing approximately 86.80% of the 20,118,336 shares outstanding and entitled to vote at the Annual Meeting.

Each director nominee was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote. The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below. The proposals are described in detail in the Proxy Statement and are incorporated herein by reference.

Proposal 1 – The election of seven directors, to serve until the Company's 2019 annual meeting of stockholders and until their successors are duly elected and qualified;

Proposal 2 – The ratification of the appointment of BDO USA, LLP as the independent auditors for the fiscal year ending December 31, 2018.

Proposal 3 – The advisory (non-binding) approval of the compensation of the Company's named executive officers.

Proposal 4 – The approval of a Certificate of Amendment effecting a three-year extension to the provisions of the Company's Restated Certificate of Incorporation, designed to protect the tax benefits of the Company's net operating loss carryforwards.

Proposal 5 – The approval of the Company's 2018 Incentive Plan.

For Proposals 1, 3, 4, and 5 broker non-votes amounted to 5,882,330.

(d)Exhibits.

DIGIRAD CORP Exhibit
EX-3.1 2 ex31to8k09271004_04302018.htm Exhibit 3.1   CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF DIGIRAD CORPORATION Digirad Corporation,…
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About DIGIRAD CORPORATION (NASDAQ:DRAD)

Digirad Corporation is a provider of diagnostic solutions. The Company’s business is organized into two segments: Diagnostic Services and Diagnostic Imaging. The Company provides in-office nuclear cardiology and ultrasound imaging services. It also provides cardiac event monitoring services to physician practices, hospitals and imaging centers through its Diagnostic Services business segment. The Company sells solid-state gamma cameras for nuclear cardiology and general nuclear medicine applications, as well as provides service on the products it sells through its Diagnostic Imaging business segment. Diagnostic Services also offers remote cardiac event monitoring services, which include provision of a monitor, remote monitoring by registered nurses and monitoring support for its patients and physician customers. Its nuclear cameras feature detectors based on solid-state technology. Its cameras are used in hospitals, imaging centers, physician offices, and by mobile service providers.