UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 3.03. | Material Modification to Rights of Security Holders. |
On May 11, 2021, Accelerate Diagnostics, Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to increase the total number of authorized shares of the Company’s capital stock to 105,000,000 shares, of which 100,000,000 shares are designated as common stock and 5,000,000 shares are designated as preferred stock. As discussed in Item 5.07 of this Current Report on Form 8-K (this “Report”) below, the Certificate of Amendment was approved by the Company’s shareholders on May 7, 2021 at the Annual Meeting (as defined below). Previously, the Company’s Certificate of Incorporation authorized the Company to issue 90,000,000 shares of the Company’s capital stock, of which 85,000,000 shares were designated as common stock and 5,000,000 shares were designated as preferred stock.
The Certificate of Amendment is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described under Item 3.03 of this Report, on May 11, 2021, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware. The information in Item 3.03 of this Report is incorporated by reference into this Item 5.03.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 7, 2021, the Company held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders:
(1) elected nine directors, each to hold office for a term to expire at the 2022 Annual Meeting of Shareholders and thereafter until their successors have been elected and qualified;
(2) approved the Certificate of Amendment to increase the total number of authorized shares of the Company’s common stock by 15,000,000 shares, to a total of 100,000,000 shares; and
(3) ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021.
The voting results of each of these proposals, which are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 5, 2021, are set forth below.
Proposal No. 1 – Election of Directors
Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
Thomas D. Brown | 31,762,371 | 5,522,782 | 9,626,361 | |||||||||
Louise L. Francesconi | 32,715,886 | 4,569,267 | 9,626,361 | |||||||||
Mark C. Miller | 33,880,377 | 3,404,776 | 9,626,361 | |||||||||
John Patience | 32,564,391 | 4,720,762 | 9,626,361 | |||||||||
Jack Phillips | 37,141,868 | 143,285 | 9,626,361 | |||||||||
Jack Schuler | 35,878,591 | 1,406,562 | 9,626,361 | |||||||||
Matthew W. Strobeck, Ph.D. | 37,067,613 | 217,540 | 9,626,361 | |||||||||
Frank J.M. ten Brink | 37,050,411 | 234,742 | 9,626,361 | |||||||||
Charles Watts, M.D. | 31,693,704 | 5,591,449 | 9,626,361 |
Proposal No. 2 – Amendment of Certificate of Incorporation
Votes For | Votes Against | Abstentions | ||
45,865,013 | 969,774 | 76,727 |
Proposal No. 3 – Ratification of Independent Registered Public Accounting Firm
Votes For | Votes Against | Abstentions | ||
46,681,199 | 17,280 | 213,035 |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | |
Number | Description |
3.1 | Certificate of Amendment to the Certificate of Incorporation of Accelerate Diagnostics, Inc., dated May 11, 2021 |
104 | Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document) |
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.
Date: May 13, 2021 | ACCELERATE DIAGNOSTICS, INC. (Registrant) |
/s/ Steve Reichling | |
Steve Reichling | |
Chief Financial Officer |