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 6, 2024

 

Zomedica Corp.

(Exact name of registrant as specified in its charter)

 

Alberta, Canada		001-38298		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

 

100 Phoenix Drive, Suite 125, Ann Arbor, Michigan		48108
(Address of principal executive offices)		(Zip Code)

 

Registrant's telephone number, including area code: [phone]

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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. ☐

 

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	ZOM	NYSE American

 

 

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

 

An annual meeting of our shareholders was held on June 6, 2024 (the “Annual Meeting”). At the Annual Meeting, our shareholders voted on each of the following three matters:

 

	·	Proposal 1: Election of eight directors, each for a one-year term;
	·	Proposal 2: Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2024; and
	·	Proposal 3: An advisory vote to approve the compensation of our named executive officers as described in our management information circular and proxy statement for the Annual Meeting.

 

According to the final vote, the Company’s stockholders approved proposals 1 and 2 and did not approve proposal 3.

 

The final vote results for each of these four matters is set forth below.

 

Proposal 1: Election of Eight Directors

 

 

	For	Withheld	Broker Non-Vote
Jeffrey Rowe	110,760,471	61,531,927	183,131,920
Robert Cohen	104,897,697	67,394,701	183,131,920
Chris Macleod	110,762,680	61,529,718	183,131,920
Pam Nichols	113,970,507	58,321,891	183,131,920
Johnny D. Powers	117,642,702	54,649,696	183,131,920
Sean Whelan	110,747,785	61,544,613	183,131,920
Rodney Williams	110,993,136	61,299,262	183,131,920
Larry Heaton	103,625,393	68,667,005	183,131,920

 

Accordingly, stockholders elected all director nominees to hold office for terms expiring at the Company’s 2025 annual meeting of stockholders.

 

Proposal 2: Ratification of Independent Auditors

  

For:			288,330,513
Withheld:			67,093,805
Total:			355,424,318

 

Accordingly, stockholders ratified the appointment of Grant Thornton, LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2023.

 

Proposal 3: Advisory Vote on the Company’s Executive Compensation

 

The votes cast on the advisory vote to approve the compensation of our named executive officers disclosed in our management information circular and proxy statement for the Annual Meeting were as follows:

 

For:			79,412,285
Against:			88,436,460
Abstain:			4,443,654
Broker Non-Vote			183,131,919

 

Accordingly, stockholders failed to approve, on a non-binding advisory basis, the compensation paid to our named executive officers.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
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.

 

	Zomedica Corp.
	By:	/s/ Peter Donato
		Peter Donato Chief Financial Officer
Date: June 7, 2024

 

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Cover	Jun. 06, 2024
Cover [Abstract]
Entity Registrant Name	Zomedica Corp.
Entity Central Index Key	0001684144
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Jun. 06, 2024
Entity File Number	001-38298
Entity Incorporation State Country Code	Z4
Entity Address Address Line 1	100 Phoenix Drive
Entity Address Address Line 2	Suite 125
Entity Address City Or Town	Ann Arbor
Entity Address State Or Province	MI
Entity Address Postal Zip Code	48108
City Area Code	734
Local Phone Number	369-2555
Security 12b Title	Common Shares, without par value
Trading Symbol	ZOM
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false

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