Current Report Filing (8-k)
20 Junio 2023 - 3:16PM
Edgar (US Regulatory)
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2023-06-20
2023-06-20
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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): June 20, 2023
Streamline
Health Solutions, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
0-28132 |
|
31-1455414 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
2400
Old Milton Pkwy., Box 1353
Alpharetta,
GA 30009
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: 997-8732
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:
☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Common
Stock, $0.01 par value |
|
STRM |
|
Nasdaq
Capital Market |
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
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
At
the 2023 Annual Meeting of Stockholders of Streamline Health Solutions, Inc. (the “Company”), held on June 15, 2023 (the
“Annual Meeting”), the Company’s stockholders approved an amendment to the Streamline Health Solutions, Inc. Third
Amended and Restated 2013 Stock Incentive Plan (the “2013 Plan”) to increase the number of shares of the Company’s
common stock available for issuance thereunder by 1,000,000 shares, from 10,223,246 shares to 11,223,246 shares (the “2013 Plan
Amendment”). The material terms of the 2013 Plan, as amended by the 2013 Plan Amendment, are summarized in the Company’s
Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 10, 2023 (the “Proxy Statement”).
A copy of the 2013 Plan Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item
5.07. |
Submission
of Matters to a Vote of Security Holders. |
The
Company held its Annual Meeting on June 15, 2023. Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities
Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s proposals. At the Annual Meeting,
the Company’s stockholders voted upon four proposals. The proposals are described in detail in the Proxy Statement. A brief description
and the final vote results for each proposal follow. As of the record date for the Annual Meeting, there were 57,569,451 shares of common
stock outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 40,775,003 shares
of common stock, or 70.8% of the outstanding shares of common stock, were represented in person or by proxy.
1. |
Election
of five directors for terms expiring at the 2024 Annual Meeting of Stockholders: |
Nominee | |
For | | |
Withheld | | |
Broker Non-Votes | |
Wyche T. “Tee” Green, III | |
| 30,661,571 | | |
| 357,528 | | |
| 9,755,904 | |
Kenan H. Lucas | |
| 30,945,910 | | |
| 73,189 | | |
| 9,755,904 | |
Jonathan R. Phillips | |
| 30,766,345 | | |
| 252,754 | | |
| 9,755,904 | |
Justin J. Ferayorni | |
| 30,420,507 | | |
| 598,592 | | |
| 9,755,904 | |
Judith E. Starkey | |
| 30,945,909 | | |
| 73,190 | | |
| 9,755,904 | |
As
a result, each nominee was elected to serve as a director for a term expiring at the 2024 Annual Meeting of Stockholders.
2. |
Approval,
on a non-binding advisory basis, of the compensation of the named executive officers listed in the Proxy Statement (“say-on-pay”): |
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
30,904,828 |
|
75,849 |
|
38,422 |
|
9,755,904 |
As
a result, the proposal was approved.
3. |
Ratification
of the appointment of the firm of FORVIS, LLP to serve as the Company’s independent registered public accounting firm for fiscal
year 2023: |
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
40,720,067 |
|
3,462 |
|
51,474 |
|
− |
As
a result, the proposal was approved.
4. |
Approval
of an amendment to the Streamline Health Solutions, Inc. Third Amended and Restated 2013 Stock Incentive Plan to increase the number
of shares of common stock available for issuance under the plan: |
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
30,086,376 |
|
900,780 |
|
31,943 |
|
9,755,904 |
As
a result, the proposal was approved.
Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
SIGNATURES
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.
|
Streamline
Health Solutions, Inc. |
|
|
|
Date:
June 20, 2023 |
By: |
/s/
Thomas J. Gibson |
|
Name: |
Thomas
J. Gibson |
|
Title: |
Chief
Financial Officer |
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