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 |
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0-28132 |
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31-1455414 |
(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer Identification |
1230 Peachtree Street, NE, Suite 600
Atlanta, GA 30309
(Address of principal executive offices) (Zip code)
Registrants 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 Companys 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 Companys 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 Directors solicitation. At the Annual Meeting, the Companys stockholders voted upon four proposals. The proposals are described in detail in the Companys Proxy Statement. A brief description and the final vote results for each proposal follow. The Companys 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 |
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For |
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Withheld |
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Broker Non-Votes |
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Michael K. Kaplan |
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9,955,948 |
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280,180 |
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6,033,646 |
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Allen S. Moseley |
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9,957,747 |
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278,381 |
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6,033,646 |
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Jonathan R. Phillips |
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9,963,515 |
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272,613 |
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6,033,646 |
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David W. Sides |
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9,956,765 |
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279,363 |
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6,033,646 |
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Judith E. Starkey |
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9,974,584 |
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261,544 |
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6,033,646 |
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Michael G. Valentine |
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9,948,844 |
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287,284 |
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6,033,646 |
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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 |
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Against |
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Abstain |
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Broker Non-Votes |
9,879,235 |
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303,496 |
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53,397 |
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6,033,646 |
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 |
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Against |
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Abstain |
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Broker Non-Votes |
9,548,481 |
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466,771 |
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220,876 |
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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 Companys independent registered public accounting firm for fiscal year 2017:
For |
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Against |
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Abstain |
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Broker Non-Votes |
16,123,943 |
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49,801 |
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96,030 |
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0 |
As a result, the proposal was approved.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
10.1 |
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Streamline Health Solutions, Inc. Second Amended and Restated 2013 Stock Incentive Plan (incorporated by reference to Appendix A to the Companys Definitive Proxy Statement on Schedule 14A filed on May 2, 2017). |
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.
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Streamline Health Solutions, Inc. | |||
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Date: June 1, 2017 |
By: |
/s/ Nicholas A. Meeks | ||
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Name: |
Nicholas A. Meeks | |
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Title: |
Chief Financial Officer and Secretary | |