8-K
Microbot Medical Inc. (MBOT)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d)
ofthe Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): September 1, 2020
MICROBOTMEDICAL INC.
(Exactname of registrant as specified in its charter)
| Delaware | 000-19871 | 94-3078125 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
25Recreation Park Drive, Unit 108
Hingham,Massachusetts 02043
(Addressof Principal Executive Offices) (Zip Code)
Registrant’stelephone number, including area code: (781) 875-3605
(FormerName 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:
| [ ] | 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)) |
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, $0.01 par value | MBOT | NASDAQ<br> 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. [ ]
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
The Annual Meeting of Stockholders (the “Annual Meeting”) of Microbot Medical Inc. (the “Company”) was held on September 1, 2020. At the Annual Meeting, the Company’s stockholders voted on the following four proposals and cast their votes as described below. The proposals are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on July 31, 2020 (the “Proxy Statement”).
| Proposal<br> 1: | Election<br> of the two nominees listed below to serve as Class II Directors on the Board of Directors of the Company until the 2023 Annual<br> Meeting of Shareholders and until their respective successors have been duly elected and qualified: | ||||||
|---|---|---|---|---|---|---|---|
| Name | Number of Votes<br> <br>Cast<br> in Favor | Number of Votes<br> <br>Cast<br> Against | Number of Votes<br> <br>Abstained | Broker<br><br> Non-Votes | |||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Scott Burell | 1,745,756 | 102,659 | 30,474 | 2,941,783 | |||
| Aileen Stockburger | 1,739,893 | 105,050 | 33,946 | 2,941,783 | |||
| Proposal<br> 2: | The<br> ratification of Brightman Almagor Zohar & Co., a Member of Deloitte Touche Tohmatsu Limited, or its U.S. affiliate, as<br> the Company’s independent registered public accounting firm for the year ending December 31, 2020: | ||||||
| --- | --- | ||||||
| Number of Votes<br> <br>Cast<br> in Favor | Number of Votes<br> <br>Cast<br> Against | Number of Votes<br> <br>Abstained | Broker<br><br> Non-Votes | ||||
| --- | --- | --- | --- | --- | --- | --- | |
| 4,282,893 | 346,561 | 191,218 | - | ||||
| Proposal<br> 3. | The<br> approval of a non-binding advisory resolution supporting the compensation of the Company’s named executive officers<br> as described in the Proxy Statement: | ||||||
| --- | --- | ||||||
| Number of Votes<br> <br>Cast<br> in Favor | Number of Votes<br> <br>Cast<br> Against | Number of Votes<br> <br>Abstained | Broker<br><br> Non-Votes | ||||
| --- | --- | --- | --- | --- | --- | --- | |
| 1,633,275 | 197,002 | 48,612 | 2,941,883 |
| Proposal<br> 4. | The<br> approval of the Microbot Medical Inc. 2020 Omnibus Performance Award Plan as described in the Proxy Statement: | |||||
|---|---|---|---|---|---|---|
| Number of Votes<br> <br>Cast<br> in Favor | Number of Votes<br> <br>Cast<br> Against | Number of Votes<br> <br>Abstained | Broker<br><br> Non-Votes | |||
| --- | --- | --- | --- | --- | --- | --- |
| 1,375,248 | 465,542 | 38,099 | 2,941,783 |
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 thereunto duly authorized.
| MICROBOT MEDICAL INC. | |
|---|---|
| By: | /s/ Harel Gadot |
| Name: | Harel<br> Gadot |
| Title: | Chief<br> Executive Officer, President and Chairman |
Date: September 3, 2020