Form 8-K - Current report

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 17, 2024

PULMONX CORPORATION

(Exact name of Registrant as Specified in Its Charter)


Delaware		001-39562	77-0424412
(State or Other Jurisdiction		(Commission File Number)	(IRS Employer
of Incorporation)			Identification No.)
700 Chesapeake Drive
Redwood City,	CA		94063
(Address of Principal Executive Offices)			(Zip Code)

(650)364-0400

Registrant's telephone number, including area code

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, $0.001 par value

LUNG

The Nasdaq Stock Market LLC

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 16, 2024, Pulmonx Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 34,386,725 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, which represented approximately 88.59% of the Company’s 38,811,830 shares of common stock that were outstanding and entitled to vote at the meeting as of the record date of March 20, 2024. At the Annual Meeting, the stockholders of the Company considered the three proposals outlined below, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2024 (the “Proxy Statement”).

Proposal 1 – Election of Directors

The stockholders elected each of the two nominees for Class I director to serve until the Company’s 2027 Annual Meeting of Stockholders and until their successor has been elected and qualified. The voting results were as follows:


	For	Withheld	Broker Non-Votes
Glendon E. French	16,898,796	13,685,328	3,802,601
Tiffany Sullivan	16,725,724	13,858,350	3,802,601

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results were as follows:


For	Against	Abstain
34,338,117	38,937	9,671

There were no broker non-votes with respect to Proposal 2.

Proposal 3 – Non-Binding Advisory Vote to Approve the Company’s Executive Compensation

The stockholders approved, on a non-binding advisory basis, the Company’s executive compensation as disclosed in the Proxy Statement. The voting results were as follows:


For	Against	Abstain	Broker Non-Votes
16,307,204	14,268,198	8,722	3,802,601

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pulmonx Corporation

Dated: May 17, 2024


By:			/s/ David Lehman
			David Lehman
			General Counsel

Cover Page	May 17, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 17, 2024
Entity Registrant Name	PULMONX CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39562
Entity Tax Identification Number	77-0424412
Entity Address, Address Line One	700 Chesapeake Drive
Entity Address, City or Town	Redwood City,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94063
City Area Code	650
Local Phone Number	364-0400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	LUNG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001127537
Amendment Flag	false