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): July 23, 2020
 
SANUWAVE HEALTH, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Nevada
000-52985
20-1176000
 (State or Other Jurisdiction of Incorporation)
 (Commission File Number)
(I.R.S. Employer Identification Number)
 
3360 Martin Farm Road, Suite 100
Suwanee, Georgia 30024
 (Address of Principal Executive Offices, Including Zip Code)
 
(770) 419-7525
(Registrant’s Telephone Number, Including Area Code)
 
(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:
 
☐ 
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))
 
Securities registered pursuant to Section 12(b) of the Act:
  
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001
SNWV
OTCQB
 
Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
 
At the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of SANUWAVE Health, Inc. (the “Company”), held on July 23, 2020, the following proposals were voted on by the Company’s stockholders, as set forth below:
 
Proposal 1.  Election of Directors
 
 
Votes For
 
 
Votes Withheld
 
 
Broker Non-Votes
 
Kevin A. Richardson II
  181,772,334 
  849,168 
  43,273,902 
John F. Nemelka
  181,784,396 
  837,106 
  43,273,902 
Alan L. Rubino
  180,836,357 
  1,785,145 
  43,273,902 
A. Michael Stolarski
  180,544,757 
  2,076,745 
  43,273,902 
Maj-Britt Kaltoft
  178,247,479 
  4,374,023 
  43,273,902 
Thomas Price
  181,729,084 
  892,418 
  43,273,902 
 
Each of the director nominees was elected to serve as a director until the 2021 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
 
The members of the Audit Committee are Mr. Nemelka (Chair), Mr. Rubino and Dr. Price. The members of the Compensation Committee are Mr. Rubino (Chair), Dr. Kaltoft and Dr. Price. The members of the Nominating and Corporate Governance Committee are Dr. Kaltoft (Chair), and Messrs. Nemelka and Rubino.
 
Proposal 2.
Ratification of the Appointment of Marcum LLP as the Company’s Independent Registered Public Accounting Firm.
 
 
    Votes For
 
 
    Votes Against
 
 
    Abstain
 
  223,403,105 
  1,167,943 
  1,324,356 
 
The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020 was ratified.
 
Proposal 3. Reincorporation of the Company from the State of Nevada to the State of Delaware.
 
 
    Votes For
 
 
    Votes Against
 
 
   Abstain
 
 
    Broker Non-Votes
 
  181,227,331 
  298,671 
  1,095,500 
  43,273,902 
 
The reincorporation of the Company from the State of Nevada to the State of Delaware was approved.
 
Proposal 4. An Amendment to the Company’s Articles of Incorporation to Increase the Number of Authorized Shares of the Company’s Common Stock by 250 Million Shares to 600 Million Shares.
 
 
 
 
 
 
    Votes For
 
 
    Votes Against
 
 
    Abstain
 
  215,468,802 
   9,122,406 
  1,304,196 
 
The amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock by 250 million shares to 600 million shares was approved.
 
Proposal 5. Authorize the Board of Directors to Amend the Company’s Articles of Incorporation to Effect a Reverse Stock Split of the Company’s Outstanding Common Stock at a Ratio of Between 1-for-10 and 1-for-50, with the Exact Ratio to be Determined by the Board of Directors in its Sole Discretion.
 
 
    Votes For
 
 
    Votes Against
 
 
    Abstain
 
  216,412,327 
  8,324,595 
  1,158,482 
 
The authorization of the board of directors of the Company to amend the Company’s Articles of Incorporation to effect a reverse split of the Company’s outstanding common stock at a ratio of between 1-for-10 and 1-for-50, with the exact ratio to be determined by the board of directors of the Company in its sole discretion, was approved.
 
Proposal 6. Advisory Vote on Executive Compensation.
 
 
    Votes For
 
 
    Votes Against
 
 
    Abstain
 
 
    Broker Non-Votes
 
  178,012,878 
  3,739,402 
  869,222 
  43,273,902 
 
The compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, was approved, on an advisory basis.
 
Proposal 7. An Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation.
 
 
    One Year
 
 
    Two Years
 
 
    Three Years
 
 
    Abstain
 
 
    Broker Non-Votes
 
  15,769,983 
  5,341,438 
  150,216,115 
  11,293,966 
  43,273,902 
 
The option of holding the advisory vote on executive compensation every three years was approved, on an advisory basis. Consistent with the stated preference of the Company’s stockholders, the Board of Directors determined that it will include an advisory stockholder vote on executive compensation in its proxy materials every three years until the next advisory vote on the frequency of stockholder votes on executive compensation. The next required advisory vote on the frequency of stockholder votes on executive compensation will take place no later than the Company’s 2026 Annual Meeting of Stockholders.
 
 
 
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.
 
 
 
Date: July 24, 2020
SANUWAVE HEALTH, INC.
 
 
By: /s/Lisa E. Sundstrom
 
Lisa E. Sundstrom
Chief Financial Officer