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): June 6, 2024

Viemed Healthcare, Inc.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

001-38973

N/A

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)



625 E. Kaliste Saloom Rd. Lafayette, Louisiana						70508
(Address of principal executive offices)						(Zip Code)

(337) 504-3802

(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 (see General Instruction 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 shares, no par value	VMD	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Viemed Healthcare, Inc. (the “Company”) held its Annual & Special Meeting of Shareholders (the “Meeting”) on June 6, 2024. At the Meeting, the Company’s shareholders, upon the recommendation of the Company’s Board of Directors (the “Board”), approved the Company’s 2024 Long Term Incentive Plan (the “Plan”). A summary of the Plan is set forth in the Company’s Management Information and Proxy Circular filed with the Securities and Exchange Commission on April 26, 2024. That summary and the above description of the Plan do not purport to be complete and are qualified in their entirety by reference to the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Meeting, the Company's shareholders voted on: (1) eight nominated directors to be elected to the Board to serve until the close of the next annual meeting of shareholders or until their successors are elected; (2) the appointment of Ernst & Young LLP as auditors of the Company for the fiscal year ending December 31, 2024 and authorizing the Board to fix their remuneration and (3) an ordinary resolution to ratify, confirm, and approve the Plan.

The tables below set forth the number of votes cast for, against, or withheld, and the number of broker non-votes for each matter voted on by the Company’s shareholders.

1. Election of Directors

Each of the eight nominees listed below were elected as directors of the Company to hold office until the next annual meeting of shareholders or until their successors are elected.


Name	Votes For	% For	Votes Withheld	% Withheld
Casey Hoyt	24,576,928	97.47%	638,985	2.53%
W. Todd Zehnder	24,488,105	97.11%	727,808	2.89%
William Frazier	24,167,031	95.84%	1,048,882	4.16%
Randy Dobbs	24,853,882	98.56%	362,031	1.44%
Nitin Kaushal	21,286,564	84.42%	3,929,349	15.58%
Timothy Smokoff	21,750,402	86.26%	3,465,511	13.74%
Bruce Greenstein	20,524,212	81.39%	4,691,701	18.61%
Sabrina Heltz	23,970,293	95.06%	1,245,620	4.94%

The number of broker non-votes for all directors was 4,302,487.

2. Appointment of Auditors

The shareholders approved the appointment of Ernst & Young LLP as auditors of the Company for the fiscal year ending December 31, 2024 and the authorization of the Board to fix their remuneration.


Votes For	% For	Votes Withheld	% Withheld	Broker Non-Votes
29,420,869	99.67%	97,531	0.33%	—

3. Security Based Compensation Plan

The shareholders passed an ordinary resolution to ratify, confirm, and approve the Plan.


Votes For	% For	Votes Against	% Against	Broker Non-Votes
17,451,585	69.21%	7,764,328	30.79%	4,302,487

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
10.1						Viemed Healthcare, Inc. 202 4 Long Term Incentive Plan.
104						Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101

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.

Date: June 6, 2024



VIEMED HEALTHCARE, INC.

By:						/s/ Trae Fitzgerald
						Trae Fitzgerald
						Chief Financial Officer

Cover	Jun. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 06, 2024
Entity Registrant Name	Viemed Healthcare, Inc.
Entity File Number	001-38973
Entity Incorporation, State or Country Code	Z4
Entity Address, Address Line One	625 E. Kaliste Saloom Rd.
Entity Address, Postal Zip Code	70508
Entity Address, City or Town	Lafayette
Entity Address, State or Province	LA
City Area Code	337
Local Phone Number	504-3802
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common shares, no par value
Trading Symbol	VMD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001729149
Amendment Flag	false