MEDOVEX CORP. (MDVX) Files An 8-K Submission of Matters to a Vote of Security Holders

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MEDOVEX CORP. (MDVX) Files An 8-K Submission of Matters to a Vote of Security Holders

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

On November 10, 2016, Medovex Corp., a Nevada corporation (the
Company) held its annual meeting of shareholders (the Meeting). A
total of 8,181,325 shares of common stock, constituting a quorum,
were present and accounted for at the Meeting. At the Meeting,
the Companys stockholders approved the following proposals:
(i) The election of all of the ten (10) nominees for director
were elected to serve until the next Annual Meeting of
Stockholders or until their respective successors have been duly
elected and qualified, or until such directors earlier
resignation or removal.
All ten (10) nominees for director were re-elected or elected and
the votes cast were as follows:
Director
For

Withheld

Brokernon-votes

Steve Gorlin
6,055,836
27,290
2,098,199
Major General C.A. Lou Hennies
6,040,948
42,178
2,098,199
James R. Andrews, M.D.
6,055,836
27,290
2,098,199
Scott M.W. Haufe, M.D.
6,041,124
42,002
2,098,199
Ron Lawson
6,055,836
27,290
2,098,199
Randal R. Betz, M.D.
6,056,012
27,114
2,098,199
John C. Thomas, Jr.
6,055,836
27,290
2,098,199
Jon Mogford, PH.D.
6,056,012
27,114
2,098,199
Larry Papasan
6,040,948
42,178
2,098,199
Jarrett Gorlin
6,054,962
28,164
2,098,199
(ii) The ratification of the retention of Frazier Deeter LLC as
the Company’s independent registered certified public accounting
firm for the fiscal year ending December 31, 2016.
The retention of Frazier Deeter LLC was ratified and the votes
were cast as follows:
For

Against

Abstain

Brokernon-votes

8,137,305
19,254
24,766
(iii) In accordance with NASDAQ Marketplace Rule 5635(d), the
potential issuance of the Companys securities in one or more
non-public offerings, where the maximum discount at which
securities will be offered will be equivalent to a discount of
30% below the market price of the Companys common stock.
The potential issuance was approved and the votes were cast as
follows:
For

Against

Abstain

Brokernon-votes

5,810,485
236,585
36,056
2,098,199
(iv) In accordance with NASDAQ Marketplace Rule 5635(d), the
potential issuance of the Companys securities in one or more
non-public offerings, where the maximum discount at which
securities will be offered will be equivalent to a discount of
20% below the market price of the Companys common stock.
The potential issuance was approved and the votes were cast as
follows:
For

Against

Abstain

Brokernon-votes

5,906,522
174,424
2,180
2,098,199
(v) In accordance with NASDAQ Marketplace Rule 5635(b), the
approval of any change of control that could result from the
potential issuance of securities in the non-public offerings
following approval of Proposal 3 or Proposal 4.

The potential change of control was approved and the votes were
cast as follows:
For

Against

Abstain

Brokernon-votes

5,949,084
92,125
41,917
2,098,199
(vi) In accordance with NASDAQ Marketplace Rule 5635(c), the
approval to allow officers, directors and employees of the
Company to participate in the below market offerings approved to
Proposal 3 or Proposal 4.
The approval of officers, directors and employees to participate
in the below market offerings was approved as the votes were cast
as follows:
For

Against

Abstain

Brokernon-votes

5,936,206
143,840
3,080
2,098,199
(vii) In accordance with NASDAQ Marketplace Rule 5635(c), the
approval of an amendment to the Companys 2013 Stock Incentive
Plan to increase the authorized number of shares of common stock
that may be issued under the plan by 500,000 shares of common
stock.
The amendment of the Companys 2013 Stock Incentive Plan was
approved and the votes were cast as follows:
For

Against

Abstain

Brokernon-votes

5,979,485
102,641
1,000
2,098,199
Proposal 3 and Proposal 4 were both approved during the Meeting.
As provided in the Companys definitive proxy statement on Form
DEF 14A filed with the Securities Exchange Commission on October
5, 2016, in the event that both Proposal 3 and Proposal 4 are
approved by the stockholders of the Company, only Proposal 3
shall be deemed to have any effect.
As of the record date for the Meeting, 13,999,136 shares of
common stock were issued and outstanding.


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