Item 3.03 Material Modification to Rights of Security Holders.
On
Following the conclusion of the Annual Meeting, on
In connection with the Reverse Stock Split, the CUSIP number of the Common Stock
will change to 91532B 200. The Common Stock is expected to begin trading on the
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, of the 150,057,537 shares of Common Stock outstanding and entitled to vote, 106,866,311 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal 1: Each of the nominees for Class I director were elected to serve until the Company's 2025 Annual Meeting of Stockholders or until their respective successors are elected and qualified, by the votes set forth in the table below:
Name For Withhold Samuel J. Meckey 102,939,379 3,926,932 Luis Machuca 102,801,624 4,064,687 Mark Guinan 102,803,664 4,062,647
Proposal 2: The stockholders ratified the appointment of
For Against Abstained 98,540,660 1,337,491 6,988,160
Proposal 3: The stockholders approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split at a specific ratio within a range of 4:1 to 10:1 to be fixed by the Board, by the votes set forth in the table below:
For Against Abstained 99,036,373 7,781,907 48,031
No other items were presented for stockholder approval at the Annual Meeting.
Item 8.01. Other Events.
On
Also on
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Item 99.1 Press release, datedDecember 5, 2022 , entitled "UpHealth to Effect 10:1 Reverse Stock Split". 99.2 Press release, datedDecember 5, 2022 , entitled "UpHealth Announces Results of First Annual Stockholder Meeting". 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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