SANUWAVE HEALTH, INC. (OTCMKTS:SNWV) 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.
At the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of SANUWAVE Health, Inc. (the “Company”), held on July 23, 2020, the following proposals were voted on by the Company’s stockholders, as set forth below:
Proposal 1. Election of Directors
Each of the director nominees was elected to serve as a director until the 2021 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
The members of the Audit Committee are Mr. Nemelka (Chair), Mr. Rubino and Dr. Price. The members of the Compensation Committee are Mr. Rubino (Chair), Dr. Kaltoft and Dr. Price. The members of the Nominating and Corporate Governance Committee are Dr. Kaltoft (Chair), and Messrs. Nemelka and Rubino.
The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020 was ratified.
Proposal 3.Reincorporation of the Company from the State of Nevada to the State of Delaware.
The reincorporation of the Company from the State of Nevada to the State of Delaware was approved.
Proposal 4.An Amendment to the Company’s Articles of Incorporation to Increase the Number of Authorized Shares of the Company’s Common Stock by 250 Million Shares to 600 Million Shares.
The amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock by 250 million shares to 600 million shares was approved.
Proposal 5.Authorize the Board of Directors to Amend the Company’s Articles of Incorporation to Effect a Reverse Stock Split of the Company’s Outstanding Common Stock at a Ratio of Between 1-for-10 and 1-for-50, with the Exact Ratio to be Determined by the Board of Directors in its Sole Discretion.
The authorization of the board of directors of the Company to amend the Company’s Articles of Incorporation to effect a reverse split of the Company’s outstanding common stock at a ratio of between 1-for-10 and 1-for-50, with the exact ratio to be determined by the board of directors of the Company in its sole discretion, was approved.
Proposal 6.Advisory Vote on Executive Compensation.
The compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, was approved, on an advisory basis.
Proposal 7.An Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation.
The option of holding the advisory vote on executive compensation every three years was approved, on an advisory basis. Consistent with the stated preference of the Company’s stockholders, the Board of Directors determined that it will include an advisory stockholder vote on executive compensation in its proxy materials every three years until the next advisory vote on the frequency of stockholder votes on executive compensation. The next required advisory vote on the frequency of stockholder votes on executive compensation will take place no later than the Company’s 2026 Annual Meeting of Stockholders.
About SANUWAVE HEALTH, INC. (OTCMKTS:SNWV)
SANUWAVE Health, Inc. is an acoustic pressure shock wave technology company using a system of noninvasive, high-energy, acoustic pressure shock waves for indications, such as regenerative medicine and other applications. The Company is focused on regenerative medicine utilizing noninvasive (extracorporeal), acoustic pressure shock waves to produce a biological response resulting in the body healing itself through the repair and regeneration of skin, musculoskeletal tissue and vascular structures. Its lead regenerative product in the United States is the dermaPACE device, used for treating diabetic foot ulcers. Its portfolio of healthcare products and product candidates activate biologic signaling and angiogenic responses, including new vascularization and microcirculatory improvement, enabling to restore the body’s normal healing processes and regeneration. It is focused on developing its Pulsed Acoustic Cellular Expression (PACE) technology to activate healing in wound conditions.
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