Item 5.03            Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 8, 2022, the board of directors (the "Board") of NantHealth, Inc. (the "Company") approved an amendment and restatement of the Company's Bylaws (the "Amended and Restated Bylaws") effective June 8, 2022. The Amended and Restated Bylaws amend and restate the Company's bylaws in their entirety to, among other things: (i) establish director terms limits of ten (10) years for all directors with an exception for the chairperson of the Board; (ii) require the Board to consider certain underrepresented populations when seeking candidates for nomination to the Board, including a commitment to ensure that by the end of 2023 that at least one woman and at least one member of an underrepresented community are adequately represented on the Board; (iii) limit outside board of director service for independent directors; (iv) require mandatory attendance for directors at the Company's annual stockholder meetings; (v) require independent directors to meet certain enhanced director independence criteria in addition to the standards required by the Nasdaq Stock Market LLC; (vi) the addition of an exclusive forum selection provision so that unless we consent in writing to the selection of an alternative forum, (a) derivative actions, fiduciary duty claims and other general stockholder corporate claims must be brought exclusively in the Delaware Court of Chancery and (b) claims asserting a cause of action arising under the Securities Act of 1933, as amended, must be brought exclusively in federal district court instead of a state court, and that any person or entity purchasing or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to this provision; and (vii) make other administrative, technical and conforming changes to track the language in the Delaware General Corporation Law.

The foregoing summary does not purport to be a complete description of the Amended and Restated Bylaws and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03.

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

On June 9, 2022, the Company held its 2022 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, 89,718,454 shares of the Company's common stock, representing approximately 77.64% of the voting power of all issued and outstanding shares of common stock of the Company as of April 18, 2022, the record date for the Annual Meeting, and constituting a quorum for the transaction of business, were present in person or by proxy and voted on the following five proposals, each of which is described in more detail in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 27, 2022 (the "Proxy Statement").

1.Election of Directors. Each of the following nominees was elected to serve as a director, to hold office until our 2023 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified, or until such director's earlier death, resignation or removal, based on the following results of voting:



Name                              Votes For       Votes Withheld        Broker Non-Votes
Patrick Soon-Shiong, M.D.         80,259,102          958,879              8,500,472
Kirk K. Calhoun                   79,169,286         2,048,695             8,500,472
Michael Blaszyk                   79,169,377         2,048,604             8,500,472
Deanna Wise                       80,234,118          983,863              8,500,472

2.Amendment to the Company's 2016 Equity Incentive Plan. An amendment to the Company's 2016 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 3,000,000 shares was approved, based on the following results of voting:



 Votes For        Votes Against       Abstentions        Broker Non-Votes
 75,289,129         5,853,113            75,739             8,500,472

3.Advisory Vote to Approve Named Executive Officer Compensation ("Say-on-Pay"). On an advisory basis, the compensation of our named executive officers for the year ended December 31, 2021, as disclosed in the Proxy Statement, was approved by our stockholders based on the following results of voting:



 Votes For        Votes Against       Abstentions        Broker Non-Votes
 80,842,213          332,856             42,912             8,500,472

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4.The Frequency at which the Say-on-Pay Vote at Future Annual Meetings of Stockholders will be Held. On an advisory basis, the frequency of future stockholder advisory votes on the compensation of the Company's named executive officers was selected as three years based on the following results of voting:

1-Year 2-Year 3-Year Abstentions Broker Non-Votes


 6,129,161      53,037      74,989,075         46,707             8,500,472

Based on the recommendation of the board of directors of the Company in the Proxy Statement and these advisory vote results, the Company will hold future Say-on-Pay votes every three years until the next required non-binding advisory vote on the frequency of Say-on-Pay votes, which is required to occur no later than the Company's 2028 annual meeting of stockholders.

5.Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified based on the following results of the voting:

Votes For Votes Against Abstentions


 89,668,814          23,751              25,889


Item 9.01   Financial Statements and Exhibits.



(d) Exhibits.
Exhibit No.    Description
3.1              Amended and Restated Bylaws of NantHealth, Inc    .

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