8-K
filed July 5, 2023, 7:59 PM ET
ticker NUTX
CIK 0001479681
other material
confidence high
sentiment neutral
materiality 0.50
Nutex Health shareholders approve reverse stock split authorization, increase authorized shares to 950M
Nutex Health Inc.
- Shareholders approved increase in authorized common shares from 900M to 950M (For: 329.7M, Against: 154.7M).
- Board authorized a reverse stock split at ratio between 1-for-2 and 1-for-15, effective within 12 months (For: 388.4M, Against: 95.9M).
- 2023 Equity Incentive Plan and 2023 Employee Stock Purchase Plan approved; ESPP first purchase period starts July 1, 2023.
- Officer liability exculpation provision added to charter as permitted by Delaware law (For: 370.3M, Against: 55.3M).
- All seven director nominees elected; Marcum LLP ratified as auditor for FY 2023.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Nutex Health Inc.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to add a provision exculpating certain officers from liability as permitted by Delaware law (effective 2023-06-29).
- Change
- charter amendment
- Effective
- 2023-06-29
Exact text from the filing
add a provision exculpating certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Nutex Health Inc.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 900,000,000 to 950,000,000 (effective 2023-06-29).
- Change
- charter amendment
- Effective
- 2023-06-29
Exact text from the filing
increase the number of authorized shares of our common stock from 900,000,000 to 950,000,000; and
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Nutex Health Inc. shareholders approved Election of Director Nominees at the 2023-06-29 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-29
Exact text from the filing
Each of our director nominees was elected for a term expiring in 2024. Nominee For Withheld Total Broker Non-Votes Thomas T. Vo 397,131,242 33,156,112 55,272,241 Warren Hosseinion 374,224,778 56,062,576 55,272,241 Danniel Stites 414,842,569 15,444,785 55,272,241 John Waters 413,165,593 17,121,761 55,272,241 Cheryl Grenas 397,331,961 32,955,393 55,272,241 Michael L. Reed 397,189,984 33,097,370 55,272,241 Mitchel Creem 409,459,787 20,827,567 55,272,241
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Nutex Health Inc. shareholders approved Advisory vote on frequency of future say-on-pay votes at the 2023-06-29 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-06-29
Exact text from the filing
“3 Years” was approved, on an advisory basis, as the frequency with which the Company should hold future advisory votes on the compensation of the Company’s named executive officers. 3 Years 2 Years 1 Year Broker Non-Votes 332,467,009 2,186,394 95,622,360 55,283,832
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Nutex Health Inc. shareholders approved Nutex Health Inc. 2023 Employee Stock Purchase Plan at the 2023-06-29 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-06-29
Exact text from the filing
The Nutex Health Inc. 2023 Employee Stock Purchase Plan was approved. For Against Abstain Broker Non-Votes 423,424,537 5,283,394 1,579,423 55,272,241
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Nutex Health Inc. shareholders approved Ratification of Marcum LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-29 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-29
Exact text from the filing
Marcum LLP was ratified as our independent registered public accounting firm for the year ending December 31, 2023: For Against Abstain 438,372,406 43,567,308 3,619,881
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Nutex Health Inc. shareholders approved Advisory vote on compensation of named executive officers at the 2023-06-29 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-06-29
Exact text from the filing
The compensation of our named executive officers was approved, on an advisory basis. For Against Abstain Broker Non-Votes 357,154,478 72,863,958 268,918 55,272,241
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Nutex Health Inc. shareholders approved Amended and Restated Nutex Health Inc. 2023 Equity Incentive Plan at the 2023-06-29 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-06-29
Exact text from the filing
The Amended and Restated Nutex Health Inc. 2023 Equity Incentive Plan was approved. For Against Abstain Broker Non-Votes 341,569,765 86,737,458 1,980,131 55,272,241
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Nutex Health Inc. shareholders approved Amendment to limit liability of officers as permitted by Delaware law at the 2023-06-29 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-29
Exact text from the filing
An amendment to our Amended and Restated Certificate of Incorporation to limit the liability of officers of Nutex Health Inc. as permitted by recent amendments to Delaware law was approved. For Against Abstain Broker Non-Votes 370,312,805 55,325,133 4,649,416 55,272,241
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Nutex Health Inc. shareholders approved Amendment to effect reverse stock split at ratio between 1-for-2 and 1-for-15 at the 2023-06-29 meeting.
- Proposal
- reverse split
- Outcome
- passed
- Meeting
- 2023-06-29
Exact text from the filing
An amendment to the Company’s Second Amended and Restated Certificate of Incorporation was approved to effect a reverse stock split of the outstanding shares of the Company’s common stock, at a split ratio of between 1-for-2 and 1-for-15, if and when determined by the Board of Directors in its sole discretion, prior to the one-year anniversary of this Annual Meeting. For Against Abstain 388,368,187 95,908,290 1,283,118
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Nutex Health Inc. shareholders approved Amendment to increase authorized shares from 900,000,000 to 950,000,000 at the 2023-06-29 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-29
Exact text from the filing
An amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock from 900,000,000 to 950,000,000 was approved. For Against Abstain 329,679,669 154,683,357 1,196,569
View on SEC.gov
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