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
September 15, 2016
Date of Report (Date of earliest event reported)
HELIUS MEDICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| WYOMING | 36-4787690 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Exact name of registrant as specified in charter)
Suite 400, 41 University Drive
Newtown, Pennsylvania, 18940
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (215) 809-2018
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))
1
Item 5.07. Submission of Matters to a Vote of Security Holders
On September 15, 2016, Helius Medical Technologies, Inc. (the “Company” or “Helius”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”) in Langhorne, Pennsylvania. There were 84,324,684 of Class A common stock of Helius outstanding as of August 10, 2016, the record date for the Annual Meeting. The requisite quorum was present at the Annual Meeting.
At the Annual Meeting, the Company’s shareholders voted on a total of five (5) proposals, as described below.
| 1. | Election of Directors: |
The following directors were elected to the Company’s Board of Directors for a term of one year terms expiring at the 2017 Annual Meeting of Stockholders, with voting results as follows:
| For | Withheld | Broker Non-Votes | ||||
| Philippe Deschamps | 35,555,507 | 48,249 | 1,926,580 | |||
| Savio Chiu | 35,555,507 | 48,249 | 1,926,580 | |||
| Blane Walter | 35,378,756 | 25,000 | 1,926,580 | |||
| Mitch Tyler | 35,555,507 | 48,249 | 1,926,580 | |||
| Edward M. Straw | 35,356,007 | 47,749 | 1,926,580 | |||
| Huaizheng Peng | 35,354,507 | 49,249 | 1,926,580 | |||
| Thomas E Griffin | 35,378,756 | 25,000 | 1,926,580 |
| 2. | Ratification of the Appointment of BDO Canada, LLP: |
The Company’s shareholders ratified the appointment of BDO Canada LLP as the Company’s independent auditors for its fiscal year ending March 31, 2017.
| For | Withheld | Broker Non-Votes |
| 37,141,152 | 189,184 | 0 |
| 3. | Non-Binding Vote on Compensation for our Named Executive Officers: |
The Company’s shareholders voted to approve, by non-binding vote, the compensation paid to the Company’s named executive officers, as disclosed in these proxy materials (commonly known as a “say-on-pay” proposal)
| For | Against | Broker Non-Votes |
| 35,306,207 | 97,549 | 1,926,580 |
2
| 4. | Non-Binding Vote on The Frequency of Stockholder Advisory Votes |
The Company’s shareholders voted to approve, by non-binding vote, of the frequency with which future stockholder advisory votes on the compensation of our named executive officers will be held (commonly known as a “say-on-frequency” proposal)
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
| 183,084 | 3,910 | 19,159,841 | 16,056,921 | 1,926,580 |
| 5. | 2016 Omnibus Incentive Plan |
The Company’s shareholders voted to approve the Company’s 2016 Omnibus Incentive Plan (the “2016 Incentive Plan”)
| For | Against | Broker Non-Votes |
| 35,153,900 | 249,856 | 1,926,580 |
3
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.
| HELIUS MEDICAL TECHNOLOGIES, INC. | ||
| Dated: September 20, 2016 | By: | /s/ Joyce LaViscount |
| Joyce LaViscount, Chief Financial Officer | ||
4