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): May 20, 2021
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.) |
11800
Amber Park Drive, Suite 125
Alpharetta, GA 30009
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (888) 997-8732
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 | ||
| Common Stock, $0.01 par value | STRM | Nasdaq Capital Market |
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2021 Annual Meeting of Stockholders of Streamline Health Solutions, Inc. (the “Company”), held on May 20, 2021 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Streamline Health Solutions, Inc. Third Amended and Restated 2013 Stock Incentive Plan (the “2013 Plan”) to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 2,000,000 shares, from 6,223,246 shares to 8,223,246 shares (the “2013 Plan Amendment”). The material terms of the 2013 Plan, as amended by the 2013 Plan Amendment, are summarized in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 22, 2021 (the “Proxy Statement”). A copy of the 2013 Plan Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 24, 2021, the Company amended its Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the total number of authorized shares of the Company’s common stock from 45,000,000 shares to 65,000,000 shares (the “Charter Amendment”).
The Charter Amendment was previously approved by the board of directors of the Company (the “Board”), subject to stockholder approval, and approved by the Company’s stockholders at the Annual Meeting, as further described in Item 5.07 below.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on May 20, 2021. Proxies for the Annual 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’s solicitation. At the Annual Meeting, the Company’s stockholders voted upon seven 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. As of the record date for the Annual Meeting, there were 42,317,505 shares of common stock outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 34,578,897 shares of common stock, or 81.71% of the outstanding shares of common stock, were represented in person or by proxy.
| 1. | Election of five directors for terms expiring at the 2022 Annual Meeting of Stockholders: |
| Nominee | For | Withheld | Broker Non-Votes | |||
| Wyche T. “Tee” Green, III | 28,415,899 | 187,864 | 5,975,134 | |||
| Kenan H. Lucas | 28,387,889 | 215,874 | 5,975,134 | |||
| Jonathan R. Phillips | 28,388,648 | 215,115 | 5,975,134 | |||
| Justin J. Ferayorni | 28,366,326 | 237,437 | 5,975,134 | |||
| Judith E. Starkey | 28,388,397 | 215,366 | 5,975,134 |
As a result, each nominee was elected to serve as a director for a term expiring at the 2022 Annual Meeting of Stockholders.
| 2. | Approval, on a non-binding advisory basis, of the compensation of the named executive officers listed in the Proxy Statement (“say-on-pay”): |
| For | Against | Abstain | Broker Non-Votes | |||
| 27,923,506 | 503,883 | 176,374 | 5,975,134 |
As a result, the resolution was approved.
| 3. | Approval, on a non-binding advisory basis, of the option of “1 Year” for the frequency of future advisory votes on executive compensation (“say-on-pay frequency”): |
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| 26,253,341 | 15,025 | 1,901,671 | 433,726 | 5,975,134 |
As a result, the resolution was approved.
| 4. | Ratification of the appointment of the firm of Dixon Hughes Goodman LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2021: |
| For | Against | Abstain | Broker Non-Votes | |||
| 34,363,599 | 27,282 | 188,016 | 0 |
As a result, the resolution was approved.
| 5. | Approval of an amendment to the Certificate of Incorporation to increase the total number of authorized shares of common stock from 45,000,000 to 65,000,000: |
| For | Against | Abstain | Broker Non-Votes | |||
| 33,505,083 | 837,375 | 236,439 | 0 |
As a result, the resolution was approved.
| 6. | Approval of an amendment to the Certificate of Incorporation to remove the 662/3 supermajority voting requirements in the Certificate of Incorporation: |
| For | Against | Abstain | Broker Non-Votes | |||
| 27,326,621 | 1,069,216 | 207,926 | 5,975,134 |
As a result, the resolution was not approved.
| 7. | Approval of an amendment to the Streamline Health Solutions, Inc. Third Amended and Restated 2013 Stock Incentive Plan to increase the number of authorized shares available for issuance under the plan, conditioned upon the approval of Proposal 5: |
| For | Against | Abstain | Broker Non-Votes | |||
| 27,350,194 | 1,060,031 | 193,538 | 5,975,134 |
As a result, the resolution was approved.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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: May 24, 2021 | By: | /s/ Thomas J. Gibson |
| Name: | Thomas J. Gibson | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
STREAMLINE HEALTH SOLUTIONS, INC.
STREAMLINE HEALTH SOLUTIONS, INC., a Delaware corporation (the “Corporation”), does hereby certify that:
FIRST: The name of the Corporation is STREAMLINE HEALTH SOLUTIONS, INC.
SECOND: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 7, 1996.
THIRD: Certificates of Amendment to the original Certificate of Incorporation were filed with the Secretary of State of the State of Delaware on June 26, 2006 and August 19, 2014.
FOURTH: The Certificate of Incorporation as previously amended is hereby further amended as follows:
| 1. | The first paragraph of Article Fourth is deleted in its entirety and replaced with the following: | |
| “The total number of shares of all classes of stock which the Corporation shall have the authority to issue is Seventy Million (70,000,000) shares, consisting of: (i) Sixty-Five Million (65,000,000) shares of Common Stock, par value $.01 per share (the “Common Stock”); and (ii) Five Million (5,000,000) shares of Preferred Stock, par value $.01 per share (the “Preferred Stock”), which Preferred Stock shall have such designations, powers, preferences and rights as may be authorized by the Board of Directors from time to time.” |
FIFTH: The foregoing amendment was duly adopted by the Board of Directors and by the stockholders of the Corporation in accordance with the applicable provisions of Sections 211, 222 and 242 of the General Corporation Law of the State of Delaware.
SIXTH: This Certificate of Amendment shall be deemed effective upon its filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be signed this 24th day of May, 2021.
| STREAMLINE HEALTH SOLUTIONS, INC. | ||
| By: | /s/ Thomas J. Gibson | |
| Name: | Thomas J. Gibson | |
| Title: | Chief Financial Officer | |
Exhibit 10.1
Amendment No. 1 to
Streamline Health Solutions, Inc. Third Amended and Restated 2013 Stock Incentive Plan
This Amendment No. 1 to the Streamline Health Solutions, Inc. Third Amended and Restated 2013 Stock Incentive Plan (this “Amendment”) is made and entered into as of May 24, 2021 (the “Effective Date”) by Streamline Health Solutions, Inc., a Delaware corporation (the “Company”).
WHEREAS, the Company previously adopted the Streamline Health Solutions, Inc. Third Amended and Restated 2013 Stock Incentive Plan (the “Plan”);
WHEREAS, unless the context clearly requires the contrary, capitalized terms that are used in this Amendment that are not otherwise defined herein shall have the meanings that the Plan ascribes to those terms;
WHEREAS, pursuant to Section 16(a) of the Plan, the Plan may be amended, altered, suspended and/or terminated at any time by the Company’s Board of Directors (the “Board”), subject to the approval of the Company’s stockholders for certain Plan amendments;
WHEREAS, Section 5(a) of the Plan provides that the maximum number of shares of the Company’s stock, par value $0.01 per share (“Common Stock”), that may be issued pursuant to Awards granted under the Plan shall not exceed the sum of (i) 3,300,000 shares, plus (ii) the number of shares remaining available for issuance as of the March 28, 2014 under the Prior Plan (that is, shares not subject to outstanding awards under the Prior Plan nor delivered from the shares reserved under the Prior Plan), plus (iii) the number of shares that become available under the Prior Plan after March 28, 2014 pursuant to forfeiture, termination, lapse or satisfaction of a Prior Plan award in cash or property other than shares of Common Stock; and
WHEREAS, subject to and contingent upon the approval of the Company’s stockholders, the Board, upon the recommendation of the Compensation Committee of the Board, has resolved by written consent, dated as of March 17, 2021, to amend the Plan to increase the maximum number of shares of Common Stock that may be issued pursuant to Awards granted under the Plan by 2,000,000 shares.
NOW, THEREFORE, in accordance with Section 16(a) of the Plan and the approval of the Company’s stockholders on May 20, 2021, the Plan is hereby amended, effective as of the date hereof, as follows:
| 1. | Section 5(a) of the Plan is hereby revised and amended to read as follows: |
“Shares of Stock Subject to the Plan: Subject to adjustments as provided in Section 5(d), the maximum number of shares of Common Stock that may be issued pursuant to Awards granted under the Plan shall not exceed 8,223,246. Shares delivered under the Plan shall be authorized but unissued shares, treasury shares or shares purchased on the open market or by private purchase. The Company hereby reserves sufficient authorized shares of Common Stock to meet the grant of Awards hereunder.”
2. Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.
IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as of the date first written above.
| STREAMLINE HEALTH SOLUTIONS, INC. | ||
| By: | /s/ Thomas J. Gibson | |
| Name: | Thomas J. Gibson | |
| Title: | Chief Financial Officer | |
[Signature Page to Amendment No. 1 to Streamline Health Solutions, Inc.
Third Amended and Restated 2013 Stock Incentive Plan]