VIVEVE MEDICAL, INC. (NASDAQ:VIVE) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingItem 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 22, 2018, Viveve Medical, Inc. (the “Company”) held its annual meeting of the Company’s stockholders (the “Annual Meeting”). At the Annual Meeting, Ms. Lori Bush’s term as a member of the Company’s Board of Directors (the “Board”) expired and Ms. Bush did not stand for re-election.
On May 24, 2018, the Company notified The Nasdaq Stock Market LLC (“NASDAQ”) that this resignation had caused a compliance deficiency with NASDAQ Stock Market Rule 5605(b) requiring a majority-independent board. The Company counts three of its six remaining directors as independent. Accordingly, the Company communicated to NASDAQ that it intends to use the cure period under the rule, and has determined to cure noncompliance by actively looking to fill the vacancy with an independent director as soon as possible, or by the cure period deadline. Under the rule, the cure period runs until the earlier of the Company’s next annual shareholders’ meeting or one year from the occurrence of the event that caused noncompliance (i.e., until May 22, 2019) or the next annual shareholders’ meeting, provided that if the next annual shareholders’ meeting occurs less than 180 days following the event (i.e., by November 19, 2018), the Company shall instead have 180 days from the event to comply. As the Company does not expect its next annual shareholders’ meeting to occur before November 19, 2018, the Company expects May 22, 2019, to be the cure period deadline, and has determined to cure noncompliance by then.
On May 25, 2018, the Company received notice from NASDAQ that, due to this resignation, the Company no longer complied with the majority-independent board listing requirement of Rule 5605(b). However, NASDAQ provided the Company with a cure period consistent with the rule. Accordingly, as stated above, the Company intends to use the cure period and has determined to cure noncompliance by the earlier of May 22, 2019 or the Company’s next annual shareholders’ meeting.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 22, 2018, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders voted to: (1) elect one Class I director to hold office until the 2021 annual meeting or until the election and qualification of his successor; (2) ratify the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018; and (3) approve, on an advisory basis, the compensation of the Company’s named executive officers.
The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 16, 2018.
The number of shares of common stock entitled to vote at the Annual Meeting was 31,233,972. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 26,589,399. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and all director nominees were elected.
The votes cast with respect to each matter voted upon are set forth below:
Proposal 1: Elect one Class I director to hold office until the 2021 annual meeting or until the election and qualification of his successor.
|
Director Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
|
Daniel Janney |
18,892,919 |
204,574 |
7,491,906 |
Proposal 2: Ratify the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 201.
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
26,093,903 |
374,685 |
120,811 |
|
Proposal 3: Approve, on an advisory basis, the compensation of the Company’s named executive officers.
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
18,712,576 |
271,660 |
113,257 |
7,491,906 |
About VIVEVE MEDICAL, INC. (NASDAQ:VIVE)
Viveve Medical, Inc., formerly PLC Systems, Inc., designs, develops, manufactures and markets medical devices for the non-invasive treatment of vaginal laxity. The Company’s Viveve Treatment is a non-invasive solution for vaginal laxity that is performed in approximately 30 minutes, in a physician’s office. The Viveve System uses monopolar radiofrequency (RF) energy to generate low temperature heat. The vaginal mucosa is simultaneously cooled while this non-ablative heat is delivered into the submucosal layer. The RF energy stimulates the formation of collagen and causes the collagen fibers to remodel thereby tightening the submucosal tissue of the vaginal introitus. The RF stimulation causes subtle alterations in the collagen that can renew the tissue and further tighten the vaginal tissue over the next 1 to 3 months following treatment (the Viveve Treatment) and lead to increased sexual function.