UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2022, the shareholders of LifeMD, Inc. (the “Company”) approved an amendment to the Company’s 2020 Equity and Incentive Plan (the “2020 Plan”) to increase the maximum number of shares of the Company’s common stock available for issuance under the 2020 Plan by 1,500,000 shares.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 16, 2022, the Company held an annual meeting of stockholders (the “Annual Meeting”). A majority in interest of all stock issued, outstanding and entitled to vote at the Annual Meeting were present in person or by proxy, thereby constituting a quorum.
The matters voted upon and approved by the Company’s stockholders were:
| (1) | The election of seven directors to serve until the next annual meeting of stockholders and until their respective successors shall have been duly elected and qualified (“Proposal 1”). | |
| (2) | The approval of an amendment to the 2020 Plan to increase the maximum number of shares of the Company’s common stock available for issuance under the 2020 Plan by 1,500,000 shares (“Proposal 2”). | |
| (3) | The ratification of the selection of Friedman LLP as LifeMD’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (“Proposal 3”). |
The following is a summary of the voting results for each matter presented to the shareholders:
Proposal 1:
| Director’s Name | Votes For | Votes Withheld | Broker Non-Votes | |||
| Justin Schreiber | 12,102,348 | 106,643 | 7,429,916 | |||
| Stefan Galluppi | 12,115,673 | 93,318 | 7,429,916 | |||
| Naveen Bhatia | 12,107,274 | 101,717 | 7,429,916 | |||
| Joseph DiTrolio | 10,952,820 | 1,256,171 | 7,429,916 | |||
| Roberto Simon | 12,023,681 | 185,310 | 7,429,916 | |||
| John Strawn | 10,106,178 | 2,102,813 | 7,429,916 | |||
| Bertrand Velge | 10,197,196 | 2,011,795 | 7,429,916 |
Proposal 2:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 9,513,806 | 2,429,175 | 266,010 | 7,429,916 |
Proposal 3:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 19,576,630 | 37,606 | 24,671 | N/A |
All Proposals were approved.
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.
| LIFEMD, INC. | |||
| Dated: | June 22, 2022 | By: | /s/ Eric Yecies |
Eric Yecies | |||
| General Counsel and Chief Compliance Officer | |||