8-K

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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 16, 2023

BUTTERFLY NETWORK, INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-39292	84-4618156
(State or other jurisdiction of<br>incorporation)	(Commission File Number)	(IRS Employer <br> Identification No.)

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1600 District Avenue<br>Burlington , Massachusetts	​<br>01803
(Address of principal executive offices)	(Zip Code)

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Registrant’s telephone number, including area code: ( 781 ) 557-4800

Not applicable

(Former name or former address, if changed since last report)

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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))

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

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Title of each class	​	Trading Symbol(s)	​	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	​	BFLY	​	The New York Stock Exchange
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share	​	BFLY WS	​	The New York Stock Exchange

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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. ☐

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

On June 16, 2023, Butterfly Network, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders to consider and vote on the three proposals set forth below, each of which is described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2023.

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The following actions were taken at such meeting:

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1.	The following nominees were re-elected to serve on the Company’s Board of Directors until the Company’s 2024 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, based on the following votes:

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​	​	​	​	​	​	​	​	​
Nominee	​	Votes For	​	Votes Against	​	Abstentions	​	Broker Non-Votes
Joseph DeVivo	****	594,013,618	****	3,278,419	****	281,990	****	44,916,791
Jonathan M. Rothberg, Ph.D.	​	583,419,109	​	13,927,057	​	227,861	​	44,916,791
Larry Robbins	​	588,113,949	​	9,190,665	​	269,413	​	44,916,791
Dawn Carfora	​	593,404,675	​	3,888,116	​	281,236	​	44,916,791
Elazer Edelman, M.D., Ph.D.	​	595,642,534	​	1,667,348	​	264,145	​	44,916,791
Gianluca Pettiti	​	591,086,570	​	6,185,357	​	302,100	​	44,916,791
S. Louise Phanstiel	​	593,286,516	​	3,981,052	​	306,459	​	44,916,791
Erica Schwartz, M.D., J.D., M.P.H.	​	588,550,693	​	8,794,253	​	229,081	​	44,916,791

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2.	The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, based on the following results:

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Votes For	​	Votes Against	​	Abstentions
639,837,445	​	2,238,297	​	415,076

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3.	On an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved, based on the following votes:

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Votes For	​	Votes Against	​	Abstentions	​	Broker Non-Votes
582,421,266	****	14,649,528	****	503,233	****	44,916,791

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No other matters were submitted to or voted on by the Company's stockholders at the Annual Meeting.

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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.

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	​	BUTTERFLY NETWORK, INC.
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​	​	By:	/s/ Heather C. Getz, CPA
​	​	Name:	Heather C. Getz, CPA
​	​	Title:	Executive Vice President and Chief Financial Officer
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Date: June 23, 2023	​	​	​

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