Form 8-K - Current report

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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 28, 2024

 

 

SunLink Health Systems Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Georgia			001-12607	31-0621189
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
900 Circle 75 Parkway Suite 690
Atlanta, Georgia				30339
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 770 933-7000

 

(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:

☐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(s)		Name of each exchange on which registered
Common Shares without par value Preferred Share Purchase Rights		SSY		NYSE American LLC

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. ☐

 

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Item 5.07 Submission of Matters to a Vote of Security Holders.

The following matters were submitted to a vote of common shareholders at the 2023 annual meeting of stockholders of SunLink Health Systems, Inc. (the “Company”) held on June 28, 2024:

Election of Directors

Management’s nominees for election to the board of directors, as listed in the Company’s proxy statement, were elected for two-year terms; with the results of the voting as follows:

Nominee		For				Withheld				Against				Broker Non-Votes
Robert M. Thornton, Jr.			2,568,294				831,391				0				1,250,813
Dr. Steven J. Baileys, Jr.			2,692,389				707,296				0				1,250,813
Gene E, Burleson			2,599,505				800,180				0				1,250,813

As indicated in the table above, Robert M. Thornton, Jr, Dr. Steven, J. Baileys. Jr. and Gene E. Burleson were elected as directors for terms expiring at the 2025 annual meeting of shareholders. The terms of the following incumbent directors continue until the 2024 annual meeting of shareholders: C, Michael Ford and Mark J. Stockslager.

Management also proposed the ratification of the appointment of the Company’s independent auditors for the 2023 fiscal year. The table below summarizes the results of the voting on these proposals by the Company’s stockholders:

For Against Abstentions

4,155,670 88,767 84,193

 

Ratification of the appointment of Cherry Bekaert LLP as the Company’s Independent Registered Public Accounting Firm.

 

As indicated in the above table table, the proposal to ratify the appointment of the Company's independent auditors for the 2023 fiscal year was approved.

 

Management also proposed: (i) a non-binding advisory vote on executive compensation, (ii) a non-binding advisory vote on the frequency of the vote on executive compensation. The table below summarizes the results of the voting on these proposals by the Company’s stockholders:

 

Approval of a non-binding advisory resolution relating to the compensation of the Company’s Named Executive Officers.

For		Against		Abstentions		Broker Non-votes
2,762,502		433,424		203,759		1,250,813

As indicated in the above table, the proposal to approve executive compensation was approved.

 

Approval of a non-binding advisory resolution on the frequency (every one, two or three years) of the non-binding vote to approve the compensation of the Company’s Named Executive Officers.

Every Year		Every Two Years		Every Three Years		Abstentions
1,683,695		4,237		1,704,447		7,306

As indicated in the above table, the proposal was approved to hold such advisory vote every three-years.

 

 

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Item 9.01. Financial Statements and Exhibits

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

			SunLink Health Systems, Inc.
Date:	July 24, 2024	By:	/s/ Mark J. Stockslager.
			Mark J. Stockslager Chief Financial Officer

 

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Document And Entity Information	Jun. 28, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 28, 2024
Entity Registrant Name	SunLink Health Systems Inc.
Entity Central Index Key	0000096793
Entity Emerging Growth Company	false
Entity File Number	001-12607
Entity Incorporation, State or Country Code	GA
Entity Tax Identification Number	31-0621189
Entity Address, Address Line One	900 Circle 75 Parkway
Entity Address, Address Line Two	Suite 690
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30339
City Area Code	770
Local Phone Number	933-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares without par value Preferred Share Purchase Rights
Trading Symbol	SSY
Security Exchange Name	NYSEAMER

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