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8-K

Harrow, Inc. (HROW)

8-K 2023-06-23 For: 2023-06-21
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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

Dateof 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<br> or other jurisdiction<br><br> <br>of<br> incorporation) (Commission<br><br> <br>File<br> Number) (IRS<br> Employer<br><br> <br>Identification<br> No.)
102 Woodmont Blvd., Suite 610
--- ---
Nashville, Tennessee 37205
(Address<br> of principal executive offices) (Zip<br> Code)

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

NotApplicable

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

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

Title<br> of each class Trading<br> Symbol(s) Name<br> of exchange on which registered
Common<br> Stock, $0.001 par value per share HROW The<br> Nasdaq Stock Market LLC
8.625%<br> Senior Notes due 2026 HROWL The<br> Nasdaq Stock Market LLC
11.875%<br> Senior Notes due 2027 HROWM The<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement<br> 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. ☐

Item5.07 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:

Proposal1: 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

Proposal2: 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 -

Proposal3: 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:<br> June 23, 2023 By: /s/ Andrew R. Boll
Andrew<br> R. Boll
Chief<br> Financial Officer