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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): June 21, 2023

 

HARROW HEALTH, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-35814   45-0567010

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

102 Woodmont Blvd., Suite 610    
Nashville, Tennessee   37205
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (615) 733-4730

 

Not Applicable

 

(Former Name or Former Address, if Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which registered
Common Stock, $0.001 par value per share   HROW   The Nasdaq Stock Market LLC
8.625% Senior Notes due 2026   HROWL   The Nasdaq Stock Market LLC
11.875% Senior Notes due 2027   HROWM   The Nasdaq Stock Market LLC

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Act of 1934: 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 June 21, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The number of shares of common stock entitled to vote at the Annual Meeting was 30,121,997. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 25,589,386. All matters submitted to a binding vote of stockholders at the Annual Meeting were approved. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the Annual Meeting, are set forth below:

 

Proposal 1: Election of Directors

 

Stockholders voted to elect to the Board of Directors the five (5) director nominees named in the Company’s proxy statement to serve until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified. The results of the voting were:

 

Directors  For   Withheld   Broker Non-Vote 
Mark L. Baum   20,771,801    99,638    4,717,947 
Martin A. Makary   20,768,755    102,684    4,717,947 
Teresa F. Sparks   12,184,918    8,686,521    4,717,947 
Perry J. Sternberg   20,759,602    111,837    4,717,947 
R. Lawrence Van Horn   11,916,986    8,954,453    4,717,947 

 

Proposal 2: Ratification of Auditors

 

Stockholders ratified the selection of KMJ Corbin and Company, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the voting were:

 

For   Against   Abstain   Broker Non-Vote 
25,350,360    210,383    28,643    - 

 

Proposal 3: To approve on an advisory basis, the compensation of the Company’s named executive officers.

 

Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of the voting were:

 

For   Against   Abstain   Broker Non-Vote 
19,733,427    849,799    288,213    4,717,947 

 

 

 

 

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.

 

  HARROW HEALTH, INC.
     
Dated: June 23, 2023 By: /s/ Andrew R. Boll
    Andrew R. Boll
    Chief Financial Officer