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 1, 2017

 

Streamline Health Solutions, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-28132

 

31-1455414

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification
No.)

 

1230 Peachtree Street, NE, Suite 600

Atlanta, GA 30309

(Address of principal executive offices) (Zip code)

 

Registrant’s telephone number, including area code: (404) 446-2052

 

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:

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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   o

 

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.   o

 

 

 



 

Item 5.02.                                        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As described below under Item 5.07 of this Current Report, at the Annual Meeting of Stockholders of Streamline Health Solutions, Inc. (the “Company”) held on June 1, 2017, the Company’s stockholders approved the second amendment and restatement of the Streamline Health Solutions, Inc. 2013 Stock Incentive Plan (the “Restated Plan”). Among other things, the Restated Plan increases the number of shares of common stock available for issuance under the plan by 300,000 shares. Under the Restated Plan, the Compensation Committee of the Board of Directors is authorized to grant equity awards to directors, employees (including executive officers) and certain independent contractors, as more fully described and summarized in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 2, 2017 (the “Proxy Statement”).  The Restated Plan, which was included as Appendix A to the Proxy Statement, is incorporated herein by reference.

 

Item 5.07.                                        Submission of Matters to a Vote of Security Holders.

 

The Company held its Annual Meeting of Stockholders on June 1, 2017.  Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board of Director’s solicitation.  At the Annual Meeting, the Company’s stockholders voted upon four proposals.  The proposals are described in detail in the Company’s Proxy Statement.  A brief description and the final vote results for each proposal follow. The Company’s shares of common stock and preferred stock voted together as a single class.

 

1.  Election of six directors for terms expiring at the 2018 Annual Meeting of Stockholders:

 

Nominee

 

For

 

Withheld

 

Broker Non-Votes

 

Michael K. Kaplan

 

9,955,948

 

280,180

 

6,033,646

 

Allen S. Moseley

 

9,957,747

 

278,381

 

6,033,646

 

Jonathan R. Phillips

 

9,963,515

 

272,613

 

6,033,646

 

David W. Sides

 

9,956,765

 

279,363

 

6,033,646

 

Judith E. Starkey

 

9,974,584

 

261,544

 

6,033,646

 

Michael G. Valentine

 

9,948,844

 

287,284

 

6,033,646

 

 

As a result, each nominee was elected to serve as a director for a term expiring at the 2018 Annual Meeting of Stockholders.

 

2.  Approval of a non-binding advisory vote on the compensation of the named executive officers listed in the Proxy Statement (“say-on-pay”):

 

For

 

Against

 

Abstain

 

Broker Non-Votes

9,879,235

 

303,496

 

53,397

 

6,033,646

 

2



 

As a result, the resolution was approved.

 

3.  Adoption of the second amendment and restatement of the Streamline Health Solutions, Inc. 2013 Stock Incentive Plan:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

9,548,481

 

466,771

 

220,876

 

6,033,646

 

As a result, the proposal was approved.

 

4.  Ratification of the appointment of the firm of RSM US LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2017:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

16,123,943

 

49,801

 

96,030

 

0

 

As a result, the proposal was approved.

 

Item 9.01.             Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit
Number

 

Description

10.1

 

Streamline Health Solutions, Inc. Second Amended and Restated 2013 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on May 2, 2017).

 

3



 

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.

 

 

 

Streamline Health Solutions, Inc.

 

 

 

 

 

 

Date:  June 1, 2017

By:

/s/ Nicholas A. Meeks

 

 

Name:

Nicholas A. Meeks

 

 

Title:

Chief Financial Officer and Secretary

 

4



 

INDEX TO EXHIBITS

 

Exhibit
No.

 

Description

 

Filed
Herewith

 

By
Reference

10.1

 

Streamline Health Solutions, Inc. Second Amended and Restated 2013 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on May 2, 2017).

 

 

 

X

 

5