UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 7, 2016
InfuSystem Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35020 | 20-3341405 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
31700 Research Park Drive
Madison Heights, Michigan 48071
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (248) 291-1210
Not Applicable
(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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On September 7, 2016, the Company held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 22,633,972 shares of the Company’s common stock outstanding and entitled to vote as of the July 21, 2016, record date, 19,443,866 shares were present at the Annual Meeting in person or by proxy. The following proposals were voted on at the Annual Meeting:
Proposal 1—The stockholders elected all of the Company’s nominees for election to the Company’s Board of Directors. The results of the number of shares voted were as follows:
| Director Name |
For | Withheld | Broker Non-Votes |
|||||||||
| David Dreyer |
12,192,690 | 1,132,621 | 6,118,555 | |||||||||
| Gregg Lehman |
11,200,156 | 2,125,155 | 6,118,555 | |||||||||
| Ryan Morris |
10,147,560 | 3,177,751 | 6,118,555 | |||||||||
| Scott Shuda |
13,005,020 | 320,291 | 6,118,555 | |||||||||
| Eric Steen |
13,008,368 | 316,943 | 6,118,555 | |||||||||
| Joseph Whitters |
12,592,542 | 732,769 | 6,118,555 | |||||||||
Proposal 2—Approval, by advisory vote, of the compensation of the Company’s named executive officers was approved based on the number of shares voted as follows:
| Shares | ||||
| For: |
12,576,917 | |||
| Against: |
98,094 | |||
| Abstain: |
650,300 | |||
| Broker non-votes: |
6,118,555 | |||
Proposal 3—Approval of an amendment to increase the shares reserved for issuance under the Company’s Employee Stock Purchase Plan was approved based on the number of outstanding shares voted as follows:
| Shares | ||||
| For: |
12,583,686 | |||
| Against: |
685,145 | |||
| Abstain: |
56,480 | |||
| Broker non-votes: |
6,118,555 | |||
Proposal 4—The stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The results of the number of shares voted were as follows:
| Shares | ||||
| For: |
17,832,005 | |||
| Against: |
7,624 | |||
| Abstain: |
1,604,237 | |||
| Broker non-votes: |
— | |||
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INFUSYSTEM HOLDINGS, INC. | ||||
| By: | /s/ Sean W. Schembri | |||
| Name: | Sean W. Schembri | |||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||
Dated: September 7, 2016