UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year |
See Item 5.07 below regarding Proposal 2 and Exhibit 3.1 hereto, which are incorporated herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On July 6, 2022, IMAC Holdings, Inc. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”) at the Company’s offices located at 1605 Westgate Circle, Brentwood, Tennessee 37027, at 11:00 a.m., local time. As of May 10, 2022, the record date of the Annual Meeting, there were a total of 26,485,167 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. A total of 17,121,564 votes were represented at the Annual Meeting, and a quorum was present. The following proposals were submitted to the shareholders:
1. the election of five directors nominated by the Company’s board of directors (the “Board”) named in the Proxy Statement (defined below);
2. the amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock to 60,000,000 shares from 30,000,000 shares;
3. the amendment of the Company’s 2018 Incentive Compensation Plan increasing the number of shares of common stock reserved for issuance thereunder by 1,000,000 shares;
4. the ratification of the appointment of Cherry Bekaert LLP as the Company’s auditors for the year ending December 31, 2022; and
5. the approval (on an advisory, non-binding basis) of the compensation of the Company’s named executive officers.
For more information about the foregoing proposals, please see the Company’s Definitive Proxy Statement filed May 17, 2022 (the “Proxy Statement”).
The number of votes cast for, against, and where applicable, votes withheld, as well as abstentions and whether each proposal was approved, is set forth below.
1. The election of five directors nominated by the Board and named in the Proxy Statement.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||
| Jeffrey S. Ervin | 8,115,524 | 72,982 | 256,647 | 8,676,411 | ||||||||||||
| Matthew C. Wallis | 7,585,369 | 72,982 | 786,802 | 8,676,411 | ||||||||||||
| Maurice E. Evans | 7,952,216 | 72,982 | 419,955 | 8,676,411 | ||||||||||||
| Michael D. Pruitt | 7,968,823 | 72,982 | 403,348 | 8,676,411 | ||||||||||||
| Cary W. Sucoff | 7,317,755 | 72,982 | 1,054,416 | 8,676,411 | ||||||||||||
The five nominees listed above were elected to the Board. Consistent with the Company’s certificate of incorporation, each director will serve until the Company’s 2023 annual meeting of stockholders and, in each case, until a successor has been elected and qualified, or until his earlier death, resignation or removal.
2. The amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock to 60,000,000 shares from 30,000,000 shares.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 16,450,603 | 639,036 | 31,923 | 2 | |||||||||||
The proposal to approve the amendment to the Company’s certificate of incorporation was approved.
3.The amendment to the Company’s 2018 Incentive Compensation Plan to increase the number of shares of common stock reserved for issuance thereunder by 1,000,000 shares.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 8,006,220 | 432,922 | 6,010 | 8,676,412 | |||||||||||
The proposal to approve the amendment to the Company’s 2018 Incentive Compensation Plan was approved.
4. The ratification of the appointment of Cherry Bekaert LLP as the Company’s auditors for the year ending December 31, 2022.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 17,001,518 | 32,517 | 87,529 | 0 | |||||||||||
The appointment of Cherry Bekaert LLP as the Company’s auditors for the year ending December 31, 2022 was ratified.
5. The approval (on an advisory, non-binding basis) of the compensation of the Company’s named executive officers.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||
| 7,677,089 | 739,380 | 28,684 | 8,676,411 | |||||||||||
The proposal to approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers, was approved.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation, filed July 7, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| July 8, 2022 | IMAC HOLDINGS, INC. | |
| By: | /s/ Jeffrey Ervin | |
| Name: | Jeffrey Ervin | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
State of Delaware
Secretary of State
Division of Corporations
Delivered 04:06 PM 07/07/2022
FILED 04:06 PM 07/07/2022
SR 20222930571 - File Number 6898979
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
IMAC HOLDINGS, INC.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware
IMAC HOLDINGS, INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
1. The name of the corporation is: IMAC Holdings, Inc. (the “Corporation”). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 23, 2018.
2. That at a meeting of the Board of Directors of the Corporation, the following resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolutions setting forth the proposed amendment are as follows:
RESOLVED, that subject to approval of the Corporation’s stockholders, the Certificate of Incorporation of the Corporation be amended to increase the number of shares of Common Stock the Corporation is authorized to issue (the “Amendment”); and be it further
RESOLVED, that in order to accomplish the foregoing Amendment, the Certificate of Incorporation of the Corporation be amended so that, as amended, “Section 4.1” of “ARTICLE IV” shall read in its entirety, as follows:
“4.1 Authorized Capital Stock. The aggregate number of shares of capital stock that the Corporation is authorized to issue is Sixty-Five Million (65,000,000), of which Sixty Million (60,000,000) shares are common stock having a par value of $0.001 per share (the “Common Stock”), and Five Million (5,000,000) shares are preferred stock having a par value of $0.001 per share (the “Preferred Stock”).”
RESOLVED, that the Board of Directors hereby approves the Amendment and declares the Amendment advisable, and recommends that the stockholders of the Corporation approve the Amendment at the annual meeting of the stockholders of the Corporation duly called and held; and be it further
RESOLVED, that the Amendment be submitted to the Corporation’s stockholders for approval at the annual meeting of the stockholders of the Corporation duly called and held.
3. That thereafter, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the DGCL at which meeting the necessary number of shares as required by statute were voted in favor of the Amendment.
4. The amendment of the Certificate of Incorporation of the Corporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the DGCL.
5. The foregoing amendment shall be effective upon the filing of this Certificate of Amendment to the Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware.
[Signature Page Follows]
IN WITNESS WHEREOF, IMAC Holdings, Inc. has caused this Certificate of Amendment to be signed by its duly authorized officer on this 7th day of July 2022.
| IMAC HOLDINGS, INC. | ||
| By: | /s/ Jeffrey S. Ervin | |
| Name: | Jeffrey S. Ervin | |
| Title: | Chief Executive Officer | |