UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported):  June 6, 2024

 

Zomedica Corp.

(Exact name of registrant as specified in its charter)

 

Alberta, Canada

 

001-38298  

 

N/A

(State or other jurisdiction of incorporation)

 

(Commission File Number) 

 

(IRS Employer Identification Number)

 

100 Phoenix Drive, Suite 125, Ann Arbor, Michigan 

 

48108

(Address of principal executive offices)   

 

(Zip Code)

 

Registrant's telephone number, including area code: (734) 369-2555

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, without par value

ZOM

NYSE American

 

 

 

 

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

 

An annual meeting of our shareholders was held on June 6, 2024 (the “Annual Meeting”). At the Annual Meeting, our shareholders voted on each of the following three matters:

 

 

·

Proposal 1: Election of eight directors, each for a one-year term;

 

 

 

 

·

Proposal 2: Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2024; and

 

 

 

 

·

Proposal 3: An advisory vote to approve the compensation of our named executive officers as described in our management information circular and proxy statement for the Annual Meeting.

 

According to the final vote, the Company’s stockholders approved proposals 1 and 2 and did not approve proposal 3.

 

The final vote results for each of these four matters is set forth below.

 

Proposal 1: Election of Eight Directors

 

 

For

Withheld

Broker Non-Vote

Jeffrey Rowe

110,760,471

61,531,927

 183,131,920

Robert Cohen

104,897,697

67,394,701

183,131,920

Chris Macleod

110,762,680

61,529,718

183,131,920

Pam Nichols

113,970,507

58,321,891

183,131,920

Johnny D. Powers

117,642,702

54,649,696

183,131,920

Sean Whelan

110,747,785

61,544,613

183,131,920

Rodney Williams

110,993,136

61,299,262

183,131,920

Larry Heaton

103,625,393

68,667,005

183,131,920

 

Accordingly, stockholders elected all director nominees to hold office for terms expiring at the Company’s 2025 annual meeting of stockholders.

 

Proposal 2: Ratification of Independent Auditors

  

For:

 

 

288,330,513

 

Withheld:

 

 

67,093,805

 

Total:

 

 

355,424,318

 

 

Accordingly, stockholders ratified the appointment of Grant Thornton, LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2023.

 

Proposal 3: Advisory Vote on the Company’s Executive Compensation

 

The votes cast on the advisory vote to approve the compensation of our named executive officers disclosed in our management information circular and proxy statement for the Annual Meeting were as follows:

 

For:

 

 

79,412,285

 

Against:

 

 

88,436,460

 

Abstain:

 

 

4,443,654

 

Broker Non-Vote

 

 

183,131,919

 

 

Accordingly, stockholders failed to approve, on a non-binding advisory basis, the compensation paid to our named executive officers.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number

 

Description

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

2

 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Zomedica Corp.

    
By:/s/ Peter Donato

 

 

Peter Donato

Chief Financial Officer

 
   
Date: June 7, 2024   

 

 

3

 

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Cover
Jun. 06, 2024
Cover [Abstract]  
Entity Registrant Name Zomedica Corp.
Entity Central Index Key 0001684144
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Jun. 06, 2024
Entity File Number 001-38298
Entity Incorporation State Country Code Z4
Entity Address Address Line 1 100 Phoenix Drive
Entity Address Address Line 2 Suite 125
Entity Address City Or Town Ann Arbor
Entity Address State Or Province MI
Entity Address Postal Zip Code 48108
City Area Code 734
Local Phone Number 369-2555
Security 12b Title Common Shares, without par value
Trading Symbol ZOM
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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