--- schema_version: "secwatch.filing_event.v1" accession: "0001558370-23-011705" form_type: "8-K" ticker: "NUTX" cik: "0001479681" company_name: "Nutex Health Inc." filed_at: "2023-07-05T23:59:59+00:00" generated_at: "2026-06-13T12:38:28.348567+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Nutex Health shareholders approve reverse stock split authorization, increase authorized shares to 950M ## Summary - 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. ## SEC filing metadata - accession: 0001558370-23-011705 - form_type: 8-K - ticker: NUTX - cik: 0001479681 - company_name: Nutex Health Inc. - filed_at: 2023-07-05T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.02, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1479681/000155837023011705/0001558370-23-011705-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1479681/000155837023011705/nutx-20230629x8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001558370-23-011705 - JSON: https://secwatch.observer/filing/0001558370-23-011705.json - Plain text: https://secwatch.observer/filing/0001558370-23-011705.txt ## Key facts - Governance Changes 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 source text: add a provision exculpating certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law. evidence_url: https://www.sec.gov/Archives/edgar/data/1479681/000155837023011705/0001558370-23-011705-index.htm - Governance Changes 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 source text: increase the number of authorized shares of our common stock from 900,000,000 to 950,000,000; and evidence_url: https://www.sec.gov/Archives/edgar/data/1479681/000155837023011705/0001558370-23-011705-index.htm - Shareholder Votes Nutex Health Inc. shareholders approved Election of Director Nominees at the 2023-06-29 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-29 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1479681/000155837023011705/0001558370-23-011705-index.htm - Shareholder Votes 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 source text: “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 evidence_url: https://www.sec.gov/Archives/edgar/data/1479681/000155837023011705/0001558370-23-011705-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1479681/000155837023011705/0001558370-23-011705-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1479681/000155837023011705/0001558370-23-011705-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1479681/000155837023011705/0001558370-23-011705-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1479681/000155837023011705/0001558370-23-011705-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1479681/000155837023011705/0001558370-23-011705-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1479681/000155837023011705/0001558370-23-011705-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1479681/000155837023011705/0001558370-23-011705-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.