8-K
filed December 15, 2022, 6:59 PM ET
ticker FEED
CIK 0001326706
other material
confidence high
sentiment neutral
materiality 0.65
NanoVibronix shareholders approve reverse stock split (1-for-2 to 1-for-50) and equity plan increase
ENvue Medical, Inc.
- Reverse stock split approved at ratio range of 1-for-2 to 1-for-50, effective at Board's discretion within 6 months.
- 2014 Long-Term Incentive Plan shares increased by 1,518,000 to total 4,864,286 shares.
- All eight director nominees elected: Cassirer, Fashek, Ferguson, Goldstein, Jacob, Mika, Murphy, Schroeder.
- Proposals to classify the Board and increase authorized common shares from 40M to 45M failed.
- Marcum LLP ratified as independent auditor for fiscal year 2022.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ENvue Medical, Inc. shareholders rejected Amendment to classify the board structure into three classes with three-year terms.
- Proposal
- charter amendment
- Outcome
- failed
Exact text from the filing
Proposal 2. A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to classify the structure of the Board to be designated Class I, Class II, and Class III with directors in each class to be elected for three-year terms. The Company’s stockholders did not approve Proposal 2. The results of the voting were as follows: For Against Abstentions Broker Non-Votes 2,116,276 1,187,392 353,719 9,139,369
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ENvue Medical, Inc. shareholders approved Ratification of Marcum LLP as the independent registered public accounting firm for fiscal year ending December 31, 2022 at the 2022-12-31 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2022-12-31
Exact text from the filing
Proposal 6. A proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The Company’s stockholders approved Proposal 6. The results of the voting were as follows: For Against Abstentions Broker Non-Votes 12,365,983 359,883 70,890 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ENvue Medical, Inc. shareholders approved Adjournment of the Annual Meeting to a later date, if necessary, to permit further solicitation and vote of proxies.
- Outcome
- passed
Exact text from the filing
Proposal 7. A proposal to approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of Proposals 1-5 (the “Adjournment Proposal”). The Company’s stockholders approved Proposal 7. The results of the voting were as follows: For Against Abstentions Broker Non-Votes 10,300,095,777 1,483,069,491 1,025,729,488 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ENvue Medical, Inc. shareholders rejected Amendment to increase authorized shares of common stock from 40,000,000 to 45,000,000.
- Proposal
- charter amendment
- Outcome
- failed
Exact text from the filing
Proposal 4. A proposal to approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 40,000,000 to 45,000,000 shares. The Company’s stockholders did not approve Proposal 4. The results of the voting were as follows: For Against Abstentions Broker Non-Votes 9,117,449 3,355,281 324,026 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ENvue Medical, Inc. shareholders approved Election of eight nominees to serve on the board of directors for a one-year term.
- Proposal
- director election
- Outcome
- passed
Exact text from the filing
Proposal 1. A proposal to elect eight nominees to serve on the Company’s board of directors (the “Board”), for a term of one year or until their respective successors are elected and qualified, for which the following are nominees: Aurora Cassirer, Christopher Fashek, Michael Ferguson, Martin Goldstein, M.D., Harold Jacob, M.D., Thomas Mika, Brian Murphy, and Maria Schroeder. All nominees were elected to serve as directors. The results of the voting were as follows: Nominees Votes For Withheld Broker Non-Votes Aurora Cassirer 3,388,415 268,972 9,139,369 Christopher Fashek 3,403,556 253,831 9,139,369 Michael Ferguson 3,240,236 417,151 9,139,369 Martin Goldstein, M.D. 3,369,339 288,048 9,139,369 Harold Jacob, M.D. 3,298,119 359,268 9,139,369 Thomas Mika 3,035,409 621,978 9,139,369 Brian Murphy 3,310,077 347,310 9,139,369 Maria Schroeder 3,406,884 250,503 9,139,369
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ENvue Medical, Inc. shareholders approved Amendment to the 2014 Plan to increase the aggregate number of shares reserved for issuance by 1,518,000 shares to a total of 4,864,286 shares.
- Proposal
- equity plan
- Outcome
- passed
Exact text from the filing
Proposal 5. A proposal to approve an amendment to the 2014 Plan to increase the aggregate number of shares of common stock of the Company reserved for issuance under the 2014 Plan by 1,518,000 shares to a total of 4,864,286 shares. The Company’s stockholders approved Proposal 5. The results of the voting were as follows: For Against Abstentions Broker Non-Votes 1,823,614 1,232,591 601,182 9,139,369
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ENvue Medical, Inc. shareholders approved Reverse stock split of common stock at a ratio in the range of 1-for-2 to 1-for-50, with ratio to be determined by the Board.
- Proposal
- reverse split
- Outcome
- passed
Exact text from the filing
Proposal 3. A proposal to approve an amendment to the Company’s Certificate of Incorporation to effect, at the discretion of the Company’s Board but prior to the six-month anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting, a reverse stock split of all of the outstanding shares of the Company’s Common Stock, at a ratio in the range of 1-for-2 to 1-for-50, with such ratio to be determined by the Board in its discretion and included in a public announcement (the “Reverse Stock Split Proposal”). The Company’s stockholders approved Proposal 3. The results of the voting were as follows: For Against Abstentions Broker Non-Votes 9,696,078,997 2,494,061,218 618,754,541 0
View on SEC.gov
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