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):  August 2, 2018

 

Catasys, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-31932

 

88-0464853

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

11601 Wilshire Blvd, Suite 1100

Los Angeles, California

 

90025

(Address of principal executive offices)

 

(Zip Code)

     

Registrant’s telephone number, including area code   (310) 444-4300

 

(Former name or former address, if changed since last report.)

 

 

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 (see General Instructions A.2. below):

 

☐   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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ☐

 

If an 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 August 2, 2018, Catasys, Inc. (the “Company”) held its 2018 Annual Meeting of stockholders (the “Annual Meeting”). The following matters were considered:

 

1. Election of Directors

 

Stockholders elected all of the Company’s nominees for director for one-year terms expiring on the next annual meeting of stockholders. The voting results were as follows:

 

 

For

Withhold

Broker Non-Vote

 

 

 

 

(1) Mr. Terren S. Peizer

10,647,353

5,227

2,573,603

(2) Mr. Richard A. Anderson

10,647,353

5,202

2,573,603

(3) Mr. Richard A. Berman

10,647,353

5,202

2,573,603

(4) Mr. David E. Smith

10,603,580

49,000

2,573,603

(5) Mr. Richard J. Berman

10,571,755

80,825

2,573,603

(6) Mr. Michael Sherman

10,598,684

53,896

2,573,603

 

2. Approval and Ratification of Auditors

 

Stockholders approved and ratified the appointment of EisnerAmper LLP to serve as the Company’s independent registered public accounting firm for the 2018 fiscal year. The voting results were as follows:

 

For

Against

Abstain

Broker Non-Vote

    

 

 

 

13,209,704

13,924

2,555

0

 

3. Advisory Say-on-Pay Resolution

 

Stockholders approved the following resolution “RESOLVED that the stockholders approve the compensation of the Company’s named executive officers as disclosed in the compensation tables and the related disclosure contained in the proxy statement. The voting results were as follows:

 

For

Against

Abstain

Broker Non-Vote

   

 

 

 

10,265,562

370,910

16,108

2,573,603

 

4. Advisory Resolution on Frequency of Say-on-Pay Resolution

 

Stockholders approved the following resolution “RESOLVED” that the stockholders wish the Company to include an advisory vote on the compensation of the Company’s named executive officers pursuant to Section 14A of the Securities Exchange Act of 1934 every (i) year, (ii) two years, or (iii) three years (select one). The voting results were as follows:

 

Three Years

Two Years

One year

Abstain

Broker Non-Vote

 

 

 

 

 

9,628,306

11,618

1,008,582

4,074

2,573,603

 

5. Amendment to the Company’s 2017 Stock Incentive Plan

 

Stockholders approved an amendment to the Company’s 2017 Stock Incentive Plan to provide for an additional 1,400,000 shares to be issued in connection with awards granted thereunder. The voting results were as follows:

 

For

Against

Abstain

Broker Non-Vote

 

 

 

 

10,132,142

517,534

2,904

2,573,603

 

2

 

 

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.

 

Dated:  August 3, 2018

CATASYS, INC.

 

 

 

By:

/s/ Christopher Shirley

 

Name:

 Christopher Shirley

 

Title:

Chief Financial Officer

 

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