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

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

The information disclosed under Item 5.07 is incorporated herein by reference.

On March 4, 2021, PAVmed Inc. (the “Company”) held a special meeting of stockholders (the “2021 Special Meeting”). Stockholders representing a majority of the shares outstanding and entitled to vote were present in person or by proxy. The stockholders approved all the matters considered at the 2021 Special Meeting, each of which is set forth below along with a tally of the votes on such matter.

As described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 27, 2021 (the “Definitive Proxy Statement”), certain of the proposals were previously submitted for consideration by the Company’s stockholders at the Company’s annual meeting of stockholders held on July 24, 2020. Because there may have been uncertainty regarding the validity or effectiveness of the approval of these proposals at the annual meeting due to the treatment of broker non-votes, the Company resubmitted these proposals for ratification and/or approval at the 2021 Special Meeting.

1. (a) A proposal to approve the issuance of shares of the Company’s common stock to Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (“Alto B”) under the Senior Convertible Note issued by the Company in April 2020, for purposes of Nasdaq Listing Rule 5635.

The issuance was approved, as follows:

2. A proposal to ratify and approve an amendment to the Company’s 2014 Long-Term Incentive Equity Plan, as amended (the “2014 Plan”), to increase total number of shares of the Company’s common stock available under the 2014 Plan by an additional 2,000,000 shares, from 7,951,081 shares to 9,951,081 shares.

The amendment to the 2014 Plan was ratified and approved, as follows:

(d) Exhibits: