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): July 23,
2020
SANUWAVE HEALTH, INC.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
|
000-52985
|
20-1176000
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification Number)
|
3360 Martin Farm Road, Suite 100
Suwanee, Georgia 30024
(Address
of Principal Executive Offices, Including Zip Code)
(770) 419-7525
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
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
|
Common Stock, par value $0.001
|
SNWV
|
OTCQB
|
Indicate
by check mark whether the registrant is an emerging growth company
as defined in 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.
At the
2020 Annual Meeting of Stockholders (the “Annual
Meeting”) of SANUWAVE Health, Inc. (the
“Company”), held on July 23, 2020, the following
proposals were voted on by the Company’s stockholders, as set
forth below:
Proposal 1. Election
of Directors
|
Votes
For
|
Votes
Withheld
|
Broker
Non-Votes
|
Kevin A. Richardson
II
|
181,772,334
|
849,168
|
43,273,902
|
John F.
Nemelka
|
181,784,396
|
837,106
|
43,273,902
|
Alan L.
Rubino
|
180,836,357
|
1,785,145
|
43,273,902
|
A. Michael
Stolarski
|
180,544,757
|
2,076,745
|
43,273,902
|
Maj-Britt
Kaltoft
|
178,247,479
|
4,374,023
|
43,273,902
|
Thomas
Price
|
181,729,084
|
892,418
|
43,273,902
|
Each of
the director nominees was elected to serve as a director until the
2021 Annual Meeting of Stockholders or until their respective
successors are duly elected and qualified.
The
members of the Audit Committee are Mr. Nemelka (Chair), Mr. Rubino
and Dr. Price. The members of the Compensation Committee are Mr.
Rubino (Chair), Dr. Kaltoft and Dr. Price. The members of the
Nominating and Corporate Governance Committee are Dr. Kaltoft
(Chair), and Messrs. Nemelka and Rubino.
Proposal 2.
|
Ratification
of the Appointment of Marcum LLP as the Company’s Independent
Registered Public Accounting Firm.
|
Votes
For
|
Votes
Against
|
Abstain
|
223,403,105
|
1,167,943
|
1,324,356
|
The
appointment of Marcum LLP as the Company’s independent
registered public accounting firm for the fiscal year ended
December 31, 2020 was ratified.
Proposal
3. Reincorporation of the Company from the State of Nevada to
the State of Delaware.
Votes
For
|
Votes
Against
|
Abstain
|
Broker
Non-Votes
|
181,227,331
|
298,671
|
1,095,500
|
43,273,902
|
The
reincorporation of the Company from the State of Nevada to the
State of Delaware was approved.
Proposal
4. An Amendment to the Company’s Articles of
Incorporation to Increase the Number of Authorized Shares of the
Company’s Common Stock by 250 Million Shares to 600 Million
Shares.
Votes
For
|
Votes
Against
|
Abstain
|
215,468,802
|
9,122,406
|
1,304,196
|
The
amendment to the Company’s Articles of Incorporation to
increase the number of authorized shares of the Company’s
common stock by 250 million shares to 600 million shares was
approved.
Proposal
5. Authorize the Board of Directors to Amend the
Company’s Articles of Incorporation to Effect a Reverse Stock
Split of the Company’s Outstanding Common Stock at a Ratio of
Between 1-for-10 and 1-for-50, with the Exact Ratio to be
Determined by the Board of Directors in its Sole
Discretion.
Votes
For
|
Votes
Against
|
Abstain
|
216,412,327
|
8,324,595
|
1,158,482
|
The
authorization of the board of directors of the Company to amend the
Company’s Articles of Incorporation to effect a reverse split
of the Company’s outstanding common stock at a ratio of
between 1-for-10 and 1-for-50, with the exact ratio to be
determined by the board of directors of the Company in its sole
discretion, was approved.
Proposal 6. Advisory Vote on Executive
Compensation.
Votes
For
|
Votes
Against
|
Abstain
|
Broker
Non-Votes
|
178,012,878
|
3,739,402
|
869,222
|
43,273,902
|
The
compensation of the Company’s named executive officers, as
disclosed in the Company’s definitive proxy statement on
Schedule 14A for the Annual Meeting, was approved, on an advisory
basis.
Proposal 7. An Advisory Vote on the Frequency of Holding an
Advisory Vote on Executive Compensation.
One
Year
|
Two
Years
|
Three
Years
|
Abstain
|
Broker
Non-Votes
|
15,769,983
|
5,341,438
|
150,216,115
|
11,293,966
|
43,273,902
|
The
option of holding the advisory vote on executive compensation every
three years was approved, on an advisory basis. Consistent with the
stated preference of the Company’s stockholders, the Board of
Directors determined that it will include an advisory stockholder
vote on executive compensation in its proxy materials every three
years until the next advisory vote on the frequency of stockholder
votes on executive compensation. The next required advisory vote on
the frequency of stockholder votes on executive compensation will
take place no later than the Company’s 2026 Annual Meeting of
Stockholders.
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.
Date:
July 24, 2020
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SANUWAVE HEALTH, INC.
|
|
By:
/s/Lisa E.
Sundstrom
|
|
Lisa E.
Sundstrom
Chief
Financial Officer
|
|
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