UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM
____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
____________________________
(Exact name of Registrant as specified in its charter)
____________________________
|
|
|
(State or other jurisdiction of | (Commission | (I.R.S. Employer |
(Address of principal executive office) (Zip Code)
(
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
Title of each class | Trading Symbol | Name of each exchange on which registered |
The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 9, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 32,439,878 shares of the Company’s common stock, representing 92.39% of the voting power of the shares of the Company’s common stock as of April 14, 2022, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The matters before the Annual Meeting are described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on April 29, 2022.
Proposal 1 – Election of Directors. The following nominees were elected as Class III directors to serve until the 2023 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominee |
| Votes For |
| Votes Against |
| Abstentions |
| Broker Non-votes* |
Elizabeth H. Weatherman |
| 22,851,806 |
| 0 |
| 8,707,573 |
| 880,499 |
Donald J. Zurbay |
| 30,426,239 |
| 0 |
| 1,133,140 |
| 880,499 |
Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation. The compensation of our named executive officers, on an advisory basis, was approved.
|
|
|
|
|
|
|
Votes For |
| Votes Against |
| Abstentions |
| Broker Non-votes* |
26,863,568 |
| 4,646,835 |
| 48,976 |
| 880,499 |
Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2022 was ratified.
|
|
|
|
|
|
|
Votes For |
| Votes Against |
| Abstentions |
| Broker Non-votes* |
32,256,583 |
| 135,740 |
| 47,555 |
| — |
*Broker non-votes did not affect the outcome of the election.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
| SILK ROAD MEDICAL, INC. | |
|
|
|
Date: June 10, 2022 | By: | /s/ Lucas W. Buchanan |
|
| Lucas W. Buchanan |
|
| Chief Financial Officer and Chief Operating Officer |