Current Report Filing (8-k)
12 June 2018 - 6:46AM
Edgar (US Regulatory)
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 8, 2018
NantHealth, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37792
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27-3019889
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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9920 Jefferson Blvd
Culver City, California 90232
(Address of
principal executive offices)(Zip Code)
Registrants telephone number, including area code:
(310)
883-1300
Not Applicable
(Former name or former address, if changed since last report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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.
☒
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.
As noted below, on June 8, 2018, our stockholders approved the amendment and restatement
of our 2016 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 6,800,000 shares. The Amended and Restated 2016 Equity Incentive Plan is described in more detail in the Companys 2018 Proxy
Statement, which was filed with the Securities and Exchange Commission on April 30, 2018. The foregoing description and the summary contained in the Companys 2018 Proxy Statement do not purport to be complete and are qualified in their
entirety by reference to the full text of the Amended and Restated 2016 Equity Incentive Plan, which is attached hereto as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
We held our 2018 annual meeting of stockholders on June 8, 2018 (the Annual Meeting). Of the 108,591,946 shares of our common stock
outstanding as of the record date of April 13, 2018, 85,495,301 shares of common stock were represented at the Annual Meeting, either in person or by proxy, constituting approximately 78.7% of the outstanding shares of common stock. The matters
voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:
1.
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Election of Directors.
Each of the following nominees was elected to serve as a director, to hold office until our 2019 annual meeting of stockholders and until his respective successor has been duly elected and
qualified, or until such directors earlier death, resignation or removal, based on the following results of voting:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Patrick Soon-Shiong, M.D.
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75,888,534
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1,121,731
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8,485,036
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Michael S. Sitrick
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75,645,440
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1,364,825
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8,485,036
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Kirk K. Calhoun
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75,970,837
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1,039,428
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8,485,036
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Ron Louks
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74,056,677
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2,953,588
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8,485,036
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Michael Blaszyk
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75,764,411
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1,245,854
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8,485,036
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2.
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Approval of Amendment to Companys 2016 Equity Incentive Plan.
The amendment to the Companys 2016 Equity Incentive Plan to increase the number of shares of common stock reserved thereunder by 6,800,000
shares was approved based on the following results of voting:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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72,645,834
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4,356,686
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7,745
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8,485,036
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3.
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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, 2018 was ratified based on the following results of the voting:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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85,446,224
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35,035
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14,042
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-
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
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NantHealth, Inc.
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By:
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/s/ Paul Holt
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Paul Holt
Chief Financial Officer
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Date: June 11, 2018
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