8-K 1 f8k_092820.htm FORM 8-K

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 25, 2020

 

ZOMEDICA PHARMACEUTICALS CORP.
(Exact name of registrant as specified in its charter)

 

Alberta, Canada   001-38298   N/A
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

100 Phoenix Drive, Suite 180, Ann Arbor, Michigan   48108
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (734) 369-2555

 

 
(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))

 

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. ☒

 

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.

 

On September 25, 2020, Zomedica Pharmaceuticals Corp. (the “Corporation) held its Annual and Special Virtual-Only Meeting of the holders (the “Shareholders”) of common shares (“Common Shares”) of the Corporation (the “Annual Meeting”). The matters voted on at the Annual Meeting were: (i) the election of directors of the Corporation, (ii) the appointment of MNP LLP as the Corporation’s auditors and authorization for the directors to fix the auditors’ remuneration, (iii) amending the Articles of the Corporation (the “Articles”) to effect a share consolidation (or a reverse share split) of the Common Shares, (iv) reducing the stated capital account applicable to the Common Shares, (v) amending the Articles as to remove from the Articles the Corporation’s lien on a share registered in the name of a shareholder for a debt to the Corporation, (vi) amending the Articles to allow meeting of shareholders to be held outside Alberta, (vii) amending the Articles to change the name of the Corporation to “Zomedica Corp.”, (viii) ratifying and confirming certain amendments to the Amended and Restated By-law No. 1 of the Corporation, in the form of Amended and Restated By-law No.1 (2nd Version). Shareholders representing 371,953,102 shares, or 65.9%, of the Common Shares outstanding as of the August 6, 2020 record date were represented at the meeting in person or by proxy. The proposals are described in detail in the Corporation’s definitive proxy statement for the Annual Meeting (described as the Management Information Circular and Proxy Statement) filed with the Securities and Exchange Commission on August 14, 2020. The final voting results were as provided below. For purposes of providing percentage information below, any Common Shares that were the subject of abstentions or broker non-votes have been ignored in accordance with Canadian law. Therefore, the percentages reflected in relation to proposals 1 and 2 reflect only votes “for” or “withheld”, and the percentages reflected in relation to the remainder of the proposals reflect only votes “for” or “against”.

 

1.The Shareholders elected the following nominees, Robert Cohen, Jeffrey Rowe, Chris MacLeod, Johnny D. Powers, Rodney Williams, and Christopher Wolfenberg, as directors of the Corporation to serve until the 2021 annual meeting or until their successors are elected or appointed.

 

  FOR PERCENTAGE FOR WITHHELD PERCENTAGE WITHHELD BROKER NON-VOTES
Robert Cohen 181,042,849 75.8% 57,665,083 24.2% 133,245,170
Jeffrey Rowe 181,397,452 76.0% 57,310,480 24.0% 133,245,170
Chris MacLeod 181,576,435 76.1% 57,131,497 23.9% 133,245,170
Johnny D. Powers 181,226,284 75.9% 57,481,648 24.1% 133,245,170
Rodney Williams 180,477,919 75.6% 58,230,013 24.4% 133,245,170
Christopher Wolfenberg 182,121,873 76.3% 56,586,059 23.7% 133,245,170

 

2.   The proposal to appoint MNP LLP as the Corporation’s auditors and to authorize the directors to fix the auditors’ remuneration was approved by the Shareholders based upon the following votes:

 

FOR PERCENTAGE FOR WITHHELD PERCENTAGE WITHHELD  BROKER NON-VOTES
307,782,536 82.8% 64,170,566 17.3% 0

 

3. The proposal to amend the Articles to effect a share consolidation (or a reverse share split) of the Common Shares was defeated by the Shareholders based upon the following votes:

 

FOR PERCENTAGE FOR AGAINST PERCENTAGE AGAINST ABSTAIN  BROKER NON-VOTES
205,935,119 56.2% 160,336,651 43.8% 5,681,330

0

 

 

4.The proposal to reduce the stated capital account applicable to the Common Shares was approved by the Shareholders based upon the following votes:

 

FOR PERCENTAGE FOR AGAINST PERCENTAGE AGAINST ABSTAIN  BROKER NON-VOTES
158,858,972 67.5% 76,625,247  32.5% 12,190,678 124,278,205

 

5.The proposal to amend the Articles as to remove from the Articles the Corporation’s lien on a share registered in the name of a shareholder for a debt to the Corporation was approved by the Shareholders based upon the following votes:

 

FOR PERCENTAGE FOR AGAINST PERCENTAGE AGAINST ABSTAIN  BROKER NON-VOTES
164,008,043 70.2% 69,545,429 29.8% 14,118,475 124,281,155

 

6. The proposal to amend the Articles to allow meeting of shareholders to be held outside Alberta was approved by the Shareholders based upon the following votes:

 

FOR PERCENTAGE FOR AGAINST PERCENTAGE AGAINST ABSTAIN  BROKER NON-VOTES
178,093,591 76.6% 54,351,279 23.4% 6,263,062 133,245,170

 

7. The proposal to amend the Articles to change the name of the Corporation to “Zomedica Corp.” was approved by the Shareholders based upon the following votes:

  

FOR PERCENTAGE FOR AGAINST PERCENTAGE AGAINST ABSTAIN  BROKER NON-VOTES
299,240,779 83.0% 61,335,780 17.0% 11,376,543 0

 

8. The proposal to ratify and confirm certain amendments to the Amended and Restated By-law No. 1 of the Corporation, in the form of Amended and Restated By-law No.1 (2nd Version) was approved by the Shareholders based upon the following votes:

 

FOR PERCENTAGE FOR AGAINST PERCENTAGE AGAINST  ABSTAIN  BROKER NON-VOTES
160,336,111 72.2% 61,772,617 27.8% 16,599,204  133,245,170

 

 

 

 

 

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 PHARMACEUTICALS CORP.
     
     
Date: September 28, 2020   By: /s/ Ann Cotter
    Name: Ann Cotter
    Title: Interim Chief Financial Officer