PAVMED INC (NASDAQ:PAVM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers.

The information under Item 5.07 is incorporated herein by reference.

PAVmed Inc. (the “Company”) held its annual meeting of shareholders on October 4, 2017. At the annual meeting, shareholders considered three proposals: (i) election of two Class A directors to serve for the ensuing three-year period until their respective successors are elected and qualified, (ii) an amendment to the Company’s 2014 Long-Term Incentive Equity Plan to increase the total number of shares available for grant thereunder from 1,951,081 shares to 2,951,081 shares, and (iii) ratification of the appointment of Citrin Cooperman & Company, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

The Company’s board of directors is divided into three classes with one class of directors being elected in each year and each class serving a three-year term. The term of office of the Class A directors, consisting of Ronald M. Sparks and David S. Battleman, M.D., expired at this year’s annual meeting. The term of office of the Class B directors, James L. Cox, M.D., Joshua R. Lamstein, and David Weild IV, will expire at the annual meeting in 2018. The term of office of the Class C directors, Lishan Aklog, M.D., Michael J. Glennon, and Ira Scott Greenspan, will expire at the annual meeting in 2019.

The Note and Securities Purchase Agreement dated June 30, 2017 between the Company and Scopia Holdings LLC entitled Scopia Holdings LLC to designate one member of the board of directors. Scopia Holdings LLC designated David S. Battleman, M.D. Accordingly, the board of directors nominated Mr. Battleman for reelection to serve as a Class A director. In addition, the board nominated the other current Class A director, Ronald M. Sparks, for reelection as a Class A director.

The results of the matters voted upon at the annual meeting are below.

Proposal No. 1 – Election of Class A directors.

The election of each director nominee was approved, as follows:

Proposal No. 2 – Amendment to the 2014 Long-Term Incentive Equity Plan.

The amendment to the 2014 Long-Term Incentive Equity Plan was approved, as follows:

A fuller description of the 2014 Long-Term Incentive Equity Plan is set forth on pages 5 to 10 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 30, 2017, which description is incorporated herein by reference. The description of the material terms and conditions of the 2014 Plan incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the 2014 Plan, which is attached as Annex A to the Proxy Statement and is incorporated herein by reference.

Proposal No. 3 – Ratification of the appointment of Citrin Cooperman & Company, LLP.

The ratification of the appointment of Citrin Cooperman & Company, LLP was approved, as follows: