Form 8-K Co-Diagnostics, Inc. For: Aug 31
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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
Date
of report (Date of earliest event reported):
(Exact name of small business issuer as specified in its charter)
| (State or other jurisdiction of | (Commission | (IRS Employer | ||
| incorporation or organization) | File Number) | Identification Number) |
(Address of principal executive offices)
(Issuer’s telephone number)
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(s) | Name of each exchange on which registered | ||
| The
|
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 5.07 Submission of Matters to a Vote of Security Holders
On August 31, 2022, Co-Diagnostics, Inc. (the “Company”), held its 2022 annual meeting of shareholders at which the following matters were voted on:
Proposal No. 1: A proposal to elect two Class I directors to hold office for a term expiring at the annual meeting of stockholders to be held in 2025 or until their respective successors are elected and qualified. This proposal was approved and Messrs. Murphy and Serbin were elected to the board of directors of the Company.
| Nominee | Votes For | Votes Withheld | Broker Non-vote | |||||||||
| Edward L. Murphy | 8,311,372 | 4,306,748 | 8,737,568 | |||||||||
| Richard S. Serbin | 8,335,270 | 4,282,850 | 8,737,568 | |||||||||
There were no abstentions with respect to the election of directors.
Proposal No. 2: A proposal to approve an amendment to the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan (the “Plan”) to increase the number of shares of common stock issuable under the plan by 6,000,000 shares. This proposal was approved.
| For | Against | Abstain | Broker Non-vote | |||||||||
| 7,646,908 | 4,863,908 | 107,304 | 8,737,568 | |||||||||
Proposal No. 3: A proposal to adopt, on an advisory basis, a non-binding resolution approving the compensation of the Company’s named executive officers, as described in the Proxy Statement under “Executive Compensation.” This proposal was adopted
| For | Against | Abstain | Broker Non-vote | |||||||||
| 11,540,967 | 919,014 | 158,139 | 8,737,568 | |||||||||
Proposal No. 4: A proposal to ratify the Audit Committee’s appointment of Haynie & Company as the Company’s independent registered public accounting firm for the year ending December 31, 2022. This proposal was ratified.
| For | Against | Abstain | Broker Non-vote | |||||||||
| 20,879,301 | 298,712 | 177,675 | - | |||||||||
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.
| CO-DIAGNOSTICS, INC. | ||
| Date: September 2, 2022 | By: | /s/ Brian Brown |
| Name: | Brian Brown | |
| Title: | Chief Financial Officer (Principal Financial and Accounting Officer) | |
ATTACHMENTS / EXHIBITS
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