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 3, 2021
SOC TELEMED, INC.
(Exact name of registrant as specified in its charter) |
Delaware | 001-39160 | 84-3131208 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1768 Business Center Drive, Suite 100
Reston, Virginia 20190
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (866) 483-9690
Not Applicable
(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 | Name of each exchange on which registered |
Class A Common Stock, par value of $0.0001 per share | TLMD | The Nasdaq Stock Market LLC |
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | TLMDW | The Nasdaq Stock Market LLC |
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. |
SOC Telemed, Inc. (the “Company” or “SOC Telemed”) held its annual meeting of stockholders (the “Annual Meeting”) on June 3, 2021. At the Annual Meeting, 75,989,207 shares of the Company’s Class A common stock were represented either in person or by proxy, which is equal to approximately 83.9% of the Company’s outstanding Class A common stock as of the April 19, 2021, record date.
The following proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 10, 2021, were before the meeting, and the holders present voted as follows.
Proposal 1: Election of Class I Directors.
The Company’s stockholders elected each of the following three Class I directors to serve for a term of three years or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal, by the following votes:
Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
|||
Steven J. Shulman | 60,028,202 | 8,528,377 | 7,432,628 | |||
Dr. Christopher M. Gallagher | 68,479,337 | 77,242 | 7,432,628 | |||
Joseph P. Greskoviak | 68,502,304 | 54,275 | 7,432,628 |
Proposal 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as SOC Telemed’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, by the following votes:
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
|||
75,939,303 | 45,873 | 4,031 | — |
Proposal 3: Approval of the Amendment and Restatement of SOC Telemed’s 2020 Employee Stock Purchase Plan.
The Company’s stockholders approved of the amendment and restatement of the SOC Telemed, Inc. 2020 Employee Stock Purchase Plan by the following votes:
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
|||
61,111,450 | 7,415,756 | 29,373 | 7,432,628 |
Proposal 4: Approval of the Issuance of Class A Common Stock as Contingent Consideration in Connection with the Acquisition of Access Physicians.
The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(a), of the issuance of shares of the Company’s Class A common stock as contingent consideration in connection with its acquisition of Access Physicians, by the following votes:
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
|||
55,876,379 | 60,286 | 21,002 | 7,432,628 |
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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.
SOC Telemed, Inc. | ||
Date: June 3, 2021 | By: | /s/ Eunice Kim |
Name: | Eunice Kim | |
Title: | General Counsel and Corporate Secretary |
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