hstm-8k_20190523.htm

 

 

 

 

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 28, 2019 (May 23, 2019)

 

HealthStream, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Tennessee

000-27701

621443555

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

500 11th Avenue North, Suite 1000,

Nashville, Tennessee

 

37203

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 615-301-3100

Not Applicable

(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 (see General Instructions A.2. below):

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, no par value

HSTM

Nasdaq Global Select 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 5.07.  Submission of Matters to a Vote of Security Holders.

 

On May 23, 2019, HealthStream, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). The final results of the proposals submitted to shareholder vote at the Annual Meeting, which proposals were described in more detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission (the “Commission”) on April 10, 2019, are set forth below.

 

 

(1) 

Election of three directors in Class I for a term of three years and until their successors are duly elected and qualified:

 

 

FOR

 

WITHHELD

 

BROKER NON VOTES

Thompson S. Dent

25,794,948

 

1,823,438

 

4,077,423

William W. Stead, M.D.

26,186,391

 

1,431,995

 

4,077,423

Deborah Taylor Tate

26,405,310

 

1,213,076

 

4,077,423

 

 

 

 

 

 

In addition to the foregoing directors, the remaining directors not up for re-election at the Annual Meeting continue to serve on the Board of Directors other than Dale W. Polley.  As previously set forth in the Company’s Current Report on Form 8-K filed with the Commission on April 8, 2019, Mr. Polley retired from the Board of Directors effective concurrently with the Annual Meeting.  

 

 

(2)

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON VOTES

31,383,893

 

294,727

 

17,189

 

0

 

(3)Adoption of a non-binding advisory resolution on the Company’s executive compensation as described in the Proxy Statement (“say-on-pay”):

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON VOTES

27,126,369

 

474,063

 

17,954

 

4,077,423

 

 



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:  May 28, 2019

HEALTHSTREAM, INC.

 

 

 

 

 

By:

/s/ Scott A. Roberts

 

 

Scott A. Roberts

Interim Chief Financial Officer