HELIUS MEDICAL TECHNOLOGIES, INC. (OTCMKTS:HSDT) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07 Submission of Matters to a Vote of Security Holders.
On June5, 2017, Helius Medical Technologies, Inc. (the
Company) held its 2017 annual meeting
of shareholders (the Annual Meeting).
The shareholders considered three proposals, each of which is
described in more detail in the Companys definitive proxy
statement filed with the Securities and Exchange Commission on
May1, 2017.Of the 91,246,676shares outstanding as of the record
date, 50,605,024 shares, or 55.4%, were present or represented by
proxy at the Annual Meeting.Set forth below are the results of
the matters submitted for a vote of shareholders at the Annual
Meeting.
Proposal No.1:Election of six nominees to serve
as directors until the 2018 annual meeting of shareholders and
until their respective successors are elected and qualified. The
votes were cast as follows:
|
Name |
VotesFor | VotesWithheld | ||||||
|
Philippe Deschamps |
46,317,061 | 466,241 | ||||||
|
Mitchell E. Tyler |
46,344,511 | 438,791 | ||||||
|
Edward M. Straw |
46,214,011 | 569,291 | ||||||
|
Blane Walter |
46,462,611 | 320,691 | ||||||
|
Huaizheng Peng |
46,301,587 | 481,715 | ||||||
|
Thomas E. Griffin |
46,462,611 | 320,691 |
Broker Non-Votes: 3,821,722.
All nominees were elected.
Proposal No.2:To approve an amendment to the
Companys Articles of Incorporation to effect, at the option of
the Board of Directors, a reverse stock split of the Companys
ClassA common stock at a ratio ranging from three-for-one (3:1)to
seven-for-one (7:1), inclusive, with the effectiveness of the
amendment or the abandonment of the amendment, to be determined
by the Board of Directors prior to the date of the 2018 annual
meeting of shareholders. The votes were cast as follows:
| VotesFor | VotesAgainst | Abstained | ||||||||||
|
Approval of amendment to the Companys Articles of |
49,834,011 | 771,013 |
Under Wyoming law, in order for Proposal No.2 to be approved, the
proposal must have received For votes from the holders of a
majority of shares present in person or represented by proxy and
entitled to vote on the matter. In the proxy statement for the
Annual Meeting, we indicated our expectation that Proposal No.2
would be considered a non-routine matter for which brokers would
not have discretionary authority to vote without instructions
from their customers. However, following the mailing of our proxy
statement, the New York Stock Exchange, which determines which
proposals brokers have discretion to vote on an uninstructed
basis, coded Proposal No.2 as a routine proposal, meaning that
brokers were permitted to vote uninstructed shares on the
proposal. Based on the number of broker non-votes for Proposal
No.1, we have determined that brokers voted a total of 3,821,722
uninstructed shares on Proposal No.2. Although we do not know
with certainty how those shares were voted on Proposal No.2, we
have assumed that all of those shares were voted For the
proposal. If those shares had not been voted and, instead, been
treated as broker non-votes, the number of For votes cast on
Proposal No.2 would still have constituted 90.9% of the shares
present in person or represented by proxy and entitled to vote on
the matter. As a result, the treatment of Proposal No.2 as a
routine matter by the New York Stock Exchange, and the resulting
voting of uninstructed shares by brokers on a discretionary
basis, did not have any effect on the outcome of the proposal.
Proposal No.3:Ratification of the appointment of
BDO USA, LLP as independent registered public accounting firm for
the fiscal year ending December31, 2017. The votes were cast as
follows:
| VotesFor | VotesAgainst | Abstained | ||||||||||
|
Ratification of appointment of BDO USA, LLP |
50,062,698 | 542,326 |
2
About HELIUS MEDICAL TECHNOLOGIES, INC. (OTCMKTS:HSDT)
Helius Medical Technologies, Inc. is a medical technology company focused on neurological wellness. The Company focuses on developing, licensing or acquiring non-invasive platform technologies that amplify the brain’s ability to heal itself. The Company is engaged in the development of its product, the portable neuromodulation stimulator (PoNS) device. The device, when used in combination with physiotherapy, is designed to enhance the brain’s ability to compensate for damage due to trauma or disease. The Company’s PoNS device is designed to induce cranial nerve non-invasive neuromodulation through an increase in stimulation of the facial and trigeminal nerves, which innervate the tongue. The PoNS device is developed to deliver to the tongue a non-invasive neurostimulation, in a form that induces neuromodulation. The PoNS device is an electrical pulse generator that delivers controlled electrical stimulation to the tongue.