Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 21, 2021, Semler Scientific, Inc. (the "Company") held its Annual
Meeting of Stockholders (the "Annual Meeting"). Following the Annual Meeting,
the Company's Second Amended and Restated Bylaws of the Company (the "Amended
Bylaws"), as approved by the Company's board of directors (the "Board"), became
effective.
The Amended Bylaws provide that, unless the Company consents in writing to the
selection of an alternative forum, the federal district courts of the United
States shall be the exclusive forum for resolving any complaint asserting a
cause of action arising under the Securities Act, to the fullest extent
permitted by law (the "Federal Forum Provision"). The Board believes that the
Federal Forum Provision will reduce the risk that the Company could be involved
in duplicative litigation in both state and federal courts, as well as the risk
that the outcome of cases in multiple forums could be inconsistent, even though
each forum purports to follow federal law. In addition, the Federal Forum
Provision is structured to give the Board the flexibility to consent to an
alternative forum when deemed appropriate.
The Amended Bylaws now provide that the registered office, how the number of
directors will be determined, their terms of office, how vacancies or a
newly-created directorship on the Board will be filled, and director removals
will be as provided in the Company's Amended and Restated Certificate of
Incorporation.
Changes in the Amended Bylaws that reflect changes in law and practice, include
provisions reflecting the ability of Delaware corporations to set two record
dates for meetings (for notice of the meeting and for the right to vote) and to
hold stockholder meetings electronically, and the use of "householding" and
electronic transmission for delivery of notices to stockholders. The Amended
Bylaws expand the list of persons who may preside over stockholder meetings and
authorize stockholders (in addition to the Chairperson) to adjourn meetings and
clarify procedural requirements for adjournments. The Amended Bylaws make
certain clarifying amendments regarding the advance notice procedures to be
following, including clarifying who would be considered a qualified
representative. The Amended Bylaws reflect other updates in the Delaware General
Corporation Law ("DGCL") and expressly include Bylaws regarding remote
communications and procedures for delivery of communications, including
expressly opting out of DGCL §116 with respect to stockholder notices. The
Amended Bylaws also reflect changes in the DGCL to reflect current practice with
respect to share certificates and uncertificated shares, including revised
language broadening the officers who may execute stock certificates.
The foregoing summary and description of the Amended Bylaws does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Amended Bylaws, a copy of which is filed as Exhibit 3.1 with this Current
Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company's stockholders voted on three proposals, each
of which is described in more detail in the Company's definitive proxy statement
on Schedule 14A filed with the U.S. Securities and Exchange Commission on
September 10, 2021. The following is a brief description of each matter voted
upon and the certified results, including the number of votes cast for and
against each matter and, if applicable, the number of abstentions and broker
non-votes with respect to each matter.
Proposal 1. Stockholders elected the following nominees to serve as the Class
III Directors on the Board until the Company's 2024 Annual Meeting of
Stockholders or until his respective successor has been duly elected and
qualified. The voting results for the nominees were as follows:
Director Name Votes For Votes Withheld Broker Non-Votes
Douglas Murphy-Chutorian, M.D. 3,329,645 5,355 1,127,702
Daniel S. Messina 3,329,349 5,651 1,127,702
Proposal 2. Stockholders approved, on a non-binding advisory basis, the
compensation of the Company's named executive officers. The voting results for
were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
3,327,293 4,924 2,783 1,127,702
Proposal 3. Stockholders ratified the selection by the Audit Committee of the
Board of BDO USA, LLP as the Company's independent registered public accounting
firm for the year ending December 31, 2021. The voting results were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
4,460,239 702 1,761 0
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Second Amended and Restated Bylaws of Semler Scientific, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
© Edgar Online, source Glimpses