8-K
LifeMD, Inc. (LFMD)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENT REPORT
Pursuantto Section 13 or 15(d) of the Securities and Exchange Act of 1934
Dateof Report (Date of earliest event reported): June 24, 2021
LIFEMD,INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-39785 | 76-0238453 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
800Third Avenue, Suite 2800
NewYork, NY 10022
(Addressof principal executive offices, including zip code)
(866)351-5907
(Registrant’stelephone number, including area code)
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| [ ] | Written<br> communication 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)). |
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<br> Stock, par value $0.01 per share | LFMD | The<br> Nasdaq Capital Market |
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. [ ]
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
On June 24, 2021, 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 number of shares of the Company’s common stock available for issuance under the 2020 Plan by 1,500,000 shares.
Item5.07 Submission of Matters to a Vote of Security Holders.
On June 24, 2021, 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<br> election of eight directors to serve until the next annual meeting of stockholders and until their respective successors shall have<br> been duly elected and qualified (“Proposal 1”). |
|---|---|
| (2) | The<br> approval of an amendment to the “2020 Plan to increase the number of shares of the Company’s common stock available for<br> issuance under the 2020 Plan by 1,500,000 shares (“Proposal 2”). |
| (3) | The<br> approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the<br> Proxy Statement (“Proposal 3”). |
| (4) | The<br> recommendation, on a non-binding advisory basis, on the frequency of future advisory votes on the compensation of the Company’s<br> named executive officers (“Proposal 4”). |
| (5) | The<br> ratification of the selection of Friedman LLP as LifeMD’s independent registered public accounting firm for the fiscal year<br> ending December 31, 2021 (“Proposal 5”). |
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 | 12,433,875 | 39,147 | 5,736,727 |
| Stefan Galluppi | 12,435,496 | 37,526 | 5,736,727 |
| John R. Strawn, Jr. | 10,780,081 | 1,692,941 | 5,736,727 |
| Happy Walters | 12,425,590 | 47,432 | 5,736,727 |
| Bertrand Velge | 11,009,506 | 1,463,516 | 5,736,727 |
| Dr. Joseph V. DiTrolio | 11,905,775 | 567,247 | 5,736,727 |
| Dr. Eleanor C. Mariano | 12,433,241 | 39,781 | 5,736,727 |
| Roberto Simon | 12,433,902 | 39,120 | 5,736,727 |
Proposal2:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|
| 10,378,379 | 1,886,624 | 208,019 | 5,736,727 |
Proposal3:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|
| 12,272,487 | 121,337 | 79,198 | 5,736,727 |
Proposal4:
| One Year<br> Votes For | Two Years<br> Votes For | Three Years<br> Votes For | Votes<br> Abstained | Broker Non-Votes |
|---|---|---|---|---|
| 2,082,424 | 80,554 | 10,257,592 | 52,452 | 5,736,727 |
Proposal5:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|
| 18,119,574 | 16,276 | 73,899 | N/A |
All Proposals were approved. We have determined to hold an advisory vote every three years on executive compensation, based on our stockholders’ support for this alternative in Proposal 4.
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<br> 29, 2021 | By: | /s/ Justin Schreiber |
| Justin<br> Schreiber | |||
| Chief<br> Executive Officer |