Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the close of business on
The proposal to approve the Merger and the other transactions contemplated by
the Merger Agreement , including the issuance of shares of common stock of the
Company to Nutex members as consideration in the Merger (Proposal No. 1), the
proposal to approve the Amended and Restated Certificate of Incorporation of the
Company (the "Charter") to change the Company's name, to increase the number of
authorized shares of Common Stock of the Company and to remove authorized shares
of preferred stock (Proposal No.2), the proposal to approve the Amended and
Restated Bylaws ("Bylaws") of the Company to change the Company's name, change
the voting threshold required to amend the Bylaws, and provide that the
The final voting results for each of these proposals is set forth below. Brokers
did not have discretionary authority to vote for any of the proposals for the
shares of the Company's common stock held in street name, and as a result, no
broker non-votes were received for any proposals. For more information on these
proposals, please refer to the Company's joint proxy statement/prospectus for
the Special Meeting, filed with the
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Proposal 1. To approve the Merger pursuant to the terms and conditions of the Merger Agreement and the transactions contemplated thereunder:
36,390,577 For 34,211 Against 6 Abstain 0 Broker Non-Votes
Proposal 2. Approve the Charter [to change the Company's name and increase the number of shares of Common Stock the Company is authorized to issue and remove authorized shares of preferred stock:
36,390,583 For 34,211 Against 0 Abstain 0 Broker Non-Votes
Proposal 3. Approve the Bylaws to change the Company's name, change the voting
threshold to amend the Bylaws, and provide that
36,216,112 For 208,682 Against 0 Abstain 0 Broker Non-Votes
Proposal 4. Approve the Amended and Restated Nutex 2022 Equity Incentive Plan:
36,284,370 For 136,289 Against 4,135 Abstain 0 Broker Non-Votes
Proposal 5. To elect seven directors to serve as members of the Company's board:
Name For Withheld Broker Non-Votes Warren Hosseinion, M.D. 36,387,570 37,224 0 Thomas T. Vo, M.D. 35,852,302 572,492 0 Matthew S. Young, M.D. 35,678,004 746,790 0 John Waters 34,852,302 1,572,492 0
34,795,159 1,629,635 0 Mitchell Creem 34,852,302 1,572,492 0
Proposal 6. To consider and vote on a proposal to approve, in a non-binding advisory vote, certain compensation arrangements for the Company's named executive officers pursuant to the Golden Parachute Proposal:
33,424,114 For 1,312,725 Against 1,687,955 Abstain 0 Broker Non-Votes
Proposal 7. Approve the Auditor Ratification Proposal:
35,852,302 For 34,210 Against 538,282 Abstain 0 Broker Non-Votes
Proposal 8. To adjourn the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1, 2, 3, 4, 5, 6, or 7:
35,603,503 For 208,498 Against 612,793 Abstain 0 Broker Non-Votes
Item 7.01. Regulation FD Disclosure.
On
The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section and is not to be incorporated by reference into any filings of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description 99.1 Press Release datedMarch 16, 2022
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