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): June 23, 2020

   


Aspira Women’s Health Inc.

(Exact name of registrant as specified in its charter)

   




   



 

 

Delaware

001-34810

33-0595156

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)





 

 



12117 Bee Caves Road, Building Three, Suite 100, Austin, Texas

 

78738

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code:  (512) 519-0400

   


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 per share

AWH

The Nasdaq Stock Exchange




 

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 June 23, 2020, the Company held the Annual Meeting.  As of the close of business on the record date for the Annual Meeting, there were 97,377,890 shares of Company common stock issued and outstanding and entitled to vote. There were 86,112,253 shares present in person or by proxy at the Annual Meeting, constituting a quorum. The final voting results were as follows: 

Proposal 1:  Election of Directors 

Stockholders elected each of the Company’s six nominees for director, as set forth below:



 

 

 

NOMINEE

FOR

WITHHOLD

BROKER NON-VOTES

James S. Burns, D.L.S.

65,012,071

680,910

20,419,272

Nancy G. Cocozza

65,494,008

198,973

20,419,272

Veronica G.H. Jordan, Ph.D.

65,477,674

215,307

20,419,272

James T. LaFrance

65,546,386

146,595

20,419,272

Valerie B. Palmieri

65,524,254

168,727

20,419,272

David R. Schreiber

65,524,213

168,768

20,419,272



Proposal 2:  Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2020, as set forth below:



 

 

 

FOR

AGAINST

ABSTENTIONS

BROKER NON-VOTES

65,218,736

421,911

52,334

20,419,272



Proposal 3:  Ratification of the Selection of the Company’s Independent Registered Public Accounting Firm

Stockholders ratified the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020, as set forth below:





 

 

 

FOR

AGAINST

ABSTENTIONS

BROKER NON-VOTES

85,964,928

121,400

25,925

0



 








 

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.







 

Aspira Women’s Health Inc.



 

Aspira Women’s Health Inc.



 

 

Date: June 29, 2020

By:

/s/ Robert Beechey



 

Robert Beechey



 

Chief Financial Officer