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EX-99.1 - EX-99.1 - Aeon Global Health Corp. | d721246dex991.htm |
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): May 1, 2014
AUTHENTIDATE HOLDING CORP.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER: 0-20190
DELAWARE | 14-1673067 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Connell Corporate Center
300 Connell Drive, 5th Floor
Berkeley Heights, New Jersey 07922
(Address and zip code of principal executive offices)
(908) 787-1700
(Registrants telephone number, including area code
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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In February 2014, the board of directors of Authentidate Holding Corp. (the Company) adopted, subject to stockholder approval, an amendment to its 2011 Omnibus Incentive Plan (the 2011 Plan) to increase the number of authorized shares of common stock available for issuance under that plan by 3,400,000 shares. On May 1, 2014, the proposed amendment to the 2011 Plan was approved by stockholders at the Companys annual meeting of stockholders. The foregoing summary description of the 2011 Plan, as amended, is qualified in its entirety by reference to the actual terms of the 2011 Plan, which was attached as Annex A of the Companys 2014 Proxy Statement (the Proxy Statement), as filed with the Securities and Exchange Commission on March 21, 2014. For additional information regarding the 2011 Plan, stockholders are encouraged to refer to Proposal 3 of the Proxy Statement.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its annual meeting of stockholders on May 1, 2014 in Berkeley Heights, New Jersey. The results of the matters voted on by the stockholders are set forth below. Only stockholders of record as of the close of business on March 12, 2014 were entitled to vote at the annual meeting. As of the record date, 38,335,781 shares of common stock of the Company were outstanding and entitled to vote at the annual meeting. At the annual meeting, 29,939,707 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum. Set forth below are the matters acted upon by stockholders and the final voting results of each such proposal.
Proposal 1 Election of Directors
Stockholders of the Company were asked to elect six nominees to serve on the Companys board of directors. The following six nominees were elected to serve on the Companys board of directors with the votes set forth below:
Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
OConnell Benjamin |
11,339,982 | 9,391,113 | 9,208,612 | |||||||||
Jeffrey Beunier |
17,627,414 | 3,103,681 | 9,208,612 | |||||||||
Todd A. Borus, M.D. |
17,209,653 | 3,521,442 | 9,208,612 | |||||||||
Charles C. Lucas III |
17,185,129 | 3,545,966 | 9,208,612 | |||||||||
J. David Luce |
16,088,368 | 4,642,727 | 9,208,612 | |||||||||
J. Edward Sheridan |
5,676,002 | 15,055,093 | 9,208,612 |
Proposal 2 Advisory Vote on the Compensation of the Companys Named Executive Officers
The stockholders approved, on an advisory basis, the compensation paid to the Companys named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and contained in the Companys Proxy Statement, by the following votes:
For |
Against |
Abstain |
Broker Non-Votes |
|||||||||||
10,627,424 | 9,966,618 | 137,053 | 9,208,612 |
Proposal 3 Amendment to the Companys 2011 Omnibus Equity Incentive Plan
The stockholders approved an amendment to the Companys 2011 Plan to increase by 3,400,000 shares the number of shares of common stock available for issuance pursuant to the 2011 Plan, by the following votes:
For |
Against |
Abstain |
Broker Non-Votes |
|||||||||||
15,968,205 | 4,650,841 | 112,049 | 9,208,612 |
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Proposal 4 Ratification of Selection of Independent Registered Public Accounting Firm
The stockholders voted to ratify the appointment of EisnerAmper LLP as the Companys independent registered public accounting firm, by the following votes:
For |
Against |
Abstain |
Broker Non-Votes |
|||||||||||
29,462,569 | 451,492 | 25,646 | |
Following the annual meeting, on May 1, 2014, the board of directors appointed Charles C. Lucas III as the Chairman of the board of directors and appointed J. David Luce as the Vice Chairman of the board of directors.
Item 8.01 | Other Events. |
On May 7, 2014, the Company announced by press release that the Department of Veterans Affairs (VA) has exercised the third option period under the Companys contract award for Home Telehealth Devices and Services. The contract was initially effective on May 15, 2011 and consists of a one-year base period with four option years, which are at the VAs sole discretion. The third option year is effective from May 15, 2014 to May 14, 2015. No assurances can be given that the remaining option period will be exercised. The full text of the press release issued by the Company in connection with the announcement is set forth as Exhibit 99.1 attached hereto.
Item 9.01 | Financial Statements and Exhibits |
(d) | The following exhibits are attached to this Current Report on Form 8-K: |
Exhibit Number |
Exhibit Title or Description | |
10.1 | 2011 Omnibus Equity Incentive Plan, as amended (incorporated by reference to Annex A to the Companys Proxy Statement dated March 21, 2014). | |
99.1 | Press Release dated May 7, 2014 |
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SIGNATURE
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.
AUTHENTIDATE HOLDING CORP. | ||||||
By: | /s/ OConnell Benjamin | |||||
Name: | OConnell Benjamin | |||||
Title: | Chief Executive Officer and President | |||||
Date: May 7, 2014 |
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EXHIBIT INDEX
Exhibit |
Description | |
10.1 | 2011 Omnibus Equity Incentive Plan, as amended (incorporated by reference to Annex A to the Companys Proxy Statement dated March 21, 2014). | |
99.1 | Press Release dated May 7, 2014 |
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