UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 30, 2024, IMAC Holdings, Inc. (the “Company”) amended its 2018 Incentive Compensation Plan (the “Plan Amendment”) to increase the number of shares authorized for issuance thereunder from 66,667 to 566,667 shares.
The foregoing description of the Plan Amendment is qualified in its entirety by reference to such amendment, which is filed herewith as Exhibit 10.1.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On August 30, 2024, Company held an annual meeting of its stockholders (the “Annual Meeting”) virtually, at 11:00 a.m., Central time. As of July 17, 2024, the record date of the Annual Meeting, there were a total of 1,721,819 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. A total of 976,669 votes were represented at the Annual Meeting, and a quorum was present. The following proposals were submitted to the stockholders:
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 ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;
3. the approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers; and
4. the amendment of the Company’s 2018 Incentive Compensation Plan increasing the number of shares of common stock reserved for issuance thereunder.
For more information about the foregoing proposals, please see the Company’s Definitive Proxy Statement filed on July 30, 2024 (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 | |||||
| Peter Beitsch | 220,599 | 0 | 18,110 | 737,960 | ||||
| Maurice E. Evans | 213,175 | 0 | 25,486 | 738,008 | ||||
| Michael D. Pruitt | 204,575 | 0 | 34,018 | 738,076 | ||||
| Matthew Schwartz | 220,552 | 0 | 18,157 | 737,960 | ||||
| Cary W. Sucoff | 201,330 | 0 | 37,263 | 738,076 |
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 2025 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 ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 887,835 | 73,818 | 15,016 | 0 |
The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified.
3. The approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 205,264 | 19,006 | 14,439 | 737,960 |
The proposal to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers was approved.
4. The amendment of the Company’s 2018 Incentive Compensation Plan increasing the number of shares of common stock reserved for issuance thereunder.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 208,163 | 29,002 | 1,543 | 737,961 |
The amendment of the Company’s 2018 Incentive Compensation Plan increasing the number of shares of common stock reserved for issuance thereunder was approved.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Amendment No. 3 to 2018 Incentive Compensation Plan dated August 30, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 30, 2024
| IMAC HOLDINGS, INC. | ||
| By: | /s/ Faith Zaslavsky | |
| Name: | Faith Zaslavsky | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
AMENDMENT NO. 3
TO
IMAC HOLDINGS, INC.
2018 INCENTIVE COMPENSATION PLAN
AMENDMENT NO. 3, dated as of August 30, 2024 (this “Amendment”), to the 2018 Incentive Compensation Plan (as amended, the “Plan”) IMAC Holdings, Inc., a Delaware corporation (the “Corporation”).
WHEREAS, the Corporation maintains the Plan, effective as of May 19, 2018 and as amended thereafter; and
WHEREAS, the Board of Directors of the Corporation deems it to be in the best interest of the Corporation and its stockholders to amend the Plan in order to increase the maximum number of shares of the Corporation’s common stock, par value $0.01 per share, which may be issued and sold under the Plan from 66,667 to 566,667 shares.
NOW, THEREFORE, BE IT RESOLVED the Plan is hereby amended as follows:
1. The Section 4(a) of the Plan shall be revised and amended to read as follows:
“Limitation on Overall Number of Shares Available for Delivery Under Plan. Subject to adjustment as provided in Section 10(c) hereof, the total number of Shares reserved and available for delivery under the Plan shall be 566,667, all of which may be Incentive Stock Options. Any Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares.”
2. This Amendment shall be effective as of the date first set forth above.
3. In all respects not amended, the Plan is hereby ratified and confirmed and remains in full force and effect.
| IMAC HOLDINGS, INC. | ||
| By: | /s/ Faith Zaslavsky | |
| Name: | Faith Zaslavsky | |
| Title: | Chief Executive Officer | |