MEDOVEX CORP. (NASDAQ:MDVX) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders.
On October 18, 2017, Medovex Corp., a Nevada corporation (the “Company”) held its annual meeting of shareholders (the “Meeting”). A total of 11,389,212 shares of common stock, constituting a quorum, were present and accounted for at the Meeting. At the Meeting, the Company’s stockholders approved the following proposals:
(i) The election of the ten directors to serve until the Company’s next annual meeting and until their successors have been elected and qualified.
Director nominees were re-elected or elected and the votes cast were as follows:
|
Director |
|||
|
Major General C.A. “Lou” Hennies |
6,288,065 |
630,945 |
4,470,202 |
|
James R. Andrews, M.D. |
6,875,006 |
44,004 |
4,470,202 |
|
Scott M.W. Haufe, M.D. |
6,868,922 |
50,088 |
4,470,202 |
|
Ron Lawson |
6,288,270 |
630,740 |
4,470,202 |
|
Randal R. Betz, M.D. |
6,873,006 |
46,004 |
4,470,202 |
|
John C. Thomas, Jr. |
6,871,553 |
47,457 |
4,470,202 |
|
Jon Mogford, PH.D. |
6,875,182 |
43,828 |
4,470,202 |
|
Larry Papasan |
6,869,172 |
49,838 |
4,470,202 |
|
Jarrett Gorlin |
6,864,599 |
54,411 |
4,470,202 |
|
Jesse Crowne |
6,877,506 |
41,504 |
4,470,202 |
(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, 2017.
The retention of Frazier & Deeter LLC was ratified and the votes were cast as follows:
|
11,295,345 |
3,229 |
90,638 |
– |
(iii) In accordance with NASDAQ Marketplace Rule 5635(c), the approval of an amendment to the Company’s 2013 Stock Incentive Plan (the “Plan”) to increase the authorized number of shares of common stock that may be issued under the Plan by 1,000,000 shares of common stock.
The potential issuance was approved and the votes were cast as follows:
|
6,598,333 |
277,752 |
42,925 |
4,470,202 |
(iv) In accordance with NASDAQ Marketplace Rule 5635(d), the potential issuance of the Company’s 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 25% below the market price of the Company’s common stock.
The potential issuance was approved and the votes were cast as follows:
|
6,204,527 |
670,900 |
43,583 |
4,470,202 |
(v) In accordance with NASDAQ Marketplace Rule 5635(c), the approval of issuance of the Company’s securities in one or more non-public offerings to the Company’s officers and/or directors or their affiliates, where the maximum discount at which securities will be offered will be equivalent to a discount of 15% below the market price of the Company’s common stock.
The potential issuance was approved and the votes were cast as follows:
|
6,448,330 |
449,850 |
20,830 |
4,470,202 |
(vi) 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 4 or Proposal 5.
The potential change of control was approved as the votes were cast as follows:
|
6,546,566 |
342,170 |
30,274 |
4,470,202 |
(vii) 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 4.
The approval of officers, directors and employees to participate in the below market offering to Proposal 4 was approved as the votes were cast as follows
|
6,644,507 |
242,128 |
32,375 |
4,470,202 |
As of the record date for the Meeting, 20,922,634 shares of common stock were issued and outstanding.
