LIFEMD, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As reported below in Item 5.07, on
The 2020 Plan provides for the issuance of up to 1,500,000 shares of the Company's common stock to the Company's employees, non-employee directors, consultants and advisors. Awards under the 2020 Plan can be granted in the form of stock options, non-qualified and incentive options, stock appreciation rights, restricted stock, and restricted stock units. The 2020 Plan will be administered by the Compensation Committee of the Company's Board of Directors.
The terms of the 2020 Plan are described in more detail in the Proxy Statement, which description is incorporated herein by reference. The descriptions of the 2020 Plan contained herein and incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the full text of the 2020 Plan, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The forms of award agreements to be used in connection with awards made under the 2020 Plan to the Company's executive officers and non-employee directors are filed as Exhibits 4.2 through 4.4 hereto and the terms thereof are incorporated herein by reference:
? Form of Non-Qualified Option Agreement (Non-Employee Director Awards) -
Exhibit 4.2;
? Form of Non-Qualified Option Agreement (Employee Awards) - Exhibit 4.3; and
? Form of Restricted Stock Award Agreement - Exhibit 4.4.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of the record date for the Special Meeting, there were 20,992,373 shares of the Company's common stock outstanding, constituting all of the outstanding voting securities of the Company. At the Special Meeting, shares with the voting power of 11,238,926 shares of common stock, or 53.53 % of the total voting power of the Company's outstanding capital stock entitled to vote, were represented by proxy.
The final results for each of the proposals submitted to a vote of stockholders at the Special Meeting are as follows:
Proposal 1 - To approve the
For Against Abstain Broker Non-Votes
11,056,936 152,509 29,481 0
Proposal 2 - To ratify the
For Against Abstain Broker Non-Votes
11,025,078 166,553 47,295 0
Proposal 3 - To ratify one or more adjournments of the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposals 1 and Proposal 2 at the time of the Special Meeting or in the absence of a quorum.
For Against Abstain Broker Non-Votes
10,612,137 149,142 477,647 0
Proposal 1 and Proposal 3 were approved, each receiving the affirmative vote of the holders of a majority of the votes cast at the Special Meeting. Proposal 2 was approved, receiving the affirmative vote of the holders of a majority of the total voting power of the issued and outstanding common stock. Although Proposal 3 was approved, the adjournment of the Special Meeting to solicit additional proxies was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve Proposal 1 and Proposal 2.
Item 9.01. Exhibits. (d) Exhibits Exhibit No. Exhibit 4.1Conversion Labs, Inc. 2020 Equity Incentive Plan 4.2 Form of Non-Qualified Option Agreement (Non-Employee Director Awards) 4.3 Form of Non-Qualified Option Agreement (Employee Awards) 4.4 Form of Restricted Stock Award Agreement
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