Current Report Filing (8-k)
June 13 2022 - 3:37PM
Edgar (US Regulatory)
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2022-06-09
2022-06-09
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2022-06-09
2022-06-09
0001360214
HROW:Sec8.625SeniorNotesDue2026Member
2022-06-09
2022-06-09
iso4217:USD
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
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 9, 2022
HARROW
HEALTH, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-35814 |
|
45-0567010 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
102
Woodmont Blvd., Suite 610 |
|
|
Nashville,
Tennessee |
|
37205 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (615) 733-4730
Not
Applicable |
(Former
Name or Former Address, if Changed Since Last Report) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
on exchange on which registered |
Common Stock, $0.001 par
value per share |
|
HROW |
|
The NASDAQ Global Market |
8.625% Senior Notes due
2026 |
|
HROWL |
|
The NASDAQ Global Market |
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:
☐ |
|
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 or Rule 12b-2
of the Securities Act of 1934: Emerging growth company ☐
If
any 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
5.07 Submission of Matters to a Vote of Security Holders.
On
June 9, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The number of shares of common
stock entitled to vote at the Annual Meeting was 27,031,127. The number of shares of common stock present or represented by valid proxy
at the Annual Meeting was 19,375,716. All matters submitted to a binding vote of stockholders at the Annual Meeting were approved. The
number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the
Annual Meeting, are set forth below:
Proposal
1: Election of Directors
Stockholders
voted to elect to the Board of Directors the six (6) director nominees named in the Company’s proxy statement to serve until the
2023 annual meeting of stockholders or until their successors are duly elected and qualified. The results of the voting were:
Directors | |
For | | |
Withheld | | |
Broker Non-Vote | |
Mark L. Baum | |
| 13,871,325 | | |
| 23,201 | | |
| 5,481,190 | |
Richard L. Lindstrom | |
| 13,754,017 | | |
| 140,509 | | |
| 5,481,190 | |
Martin A. Makary | |
| 13,841,394 | | |
| 53,132 | | |
| 5,481,190 | |
Teresa F. Sparks | |
| 13,502,538 | | |
| 391,988 | | |
| 5,481,190 | |
Perry J. Sternberg | |
| 13,836,165 | | |
| 58,361 | | |
| 5,481,190 | |
R. Lawrence Van Horn | |
| 13,310,958 | | |
| 583,568 | | |
| 5,481,190 | |
Proposal
2: Ratification of Auditors
Stockholders
ratified the selection of KMJ Corbin and Company, LLP as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2022. The results of the voting were:
For | | |
Against | | |
Abstain | | |
Broker Non-Vote | |
| 19,111,223 | | |
| 230,446 | | |
| 34,047 | | |
| - | |
Proposal
3: To approve on an advisory basis, the compensation of the Company’s named executive officers.
Stockholders
approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of the voting were:
For | | |
Against | | |
Abstain | | |
Broker Non-Vote | |
| 13,569,789 | | |
| 284,580 | | |
| 40,157 | | |
| 5,481,190 | |
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.
|
HARROW
HEALTH, INC. |
|
|
Dated:
June 13, 2022 |
By:
|
/s/
Andrew R. Boll |
|
|
Andrew
R. Boll |
|
|
Chief
Financial Officer |
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