8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 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 20, 2024

Registrant’s telephone number, including area code: (917) 813-1828

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 (see General Instruction A.2. below):

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

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. ☐

Item5.07. Submission of Matters to a Vote of Security Holders.

On June 20, 2024, PAVmed Inc. (the “Company”) held an annual meeting of stockholders (the “2024 Annual Meeting”). Stockholders representing approximately 58.5% of the shares outstanding and entitled to vote were present in person or by proxy. At the 2024 Annual Meeting, the stockholders elected each of management’s nominees for director and approved the other matter considered. A description of the matters considered by the stockholders and a tally of the votes on each such matter are set forth below.

1. The election of two members of the Company’s board of directors (the “Board”) as Class B directors, to hold office until the third succeeding annual meeting and until their respective successors are duly elected and qualified. The Board is divided into three classes, Class A, Class B and Class C. As of the 2024 Annual Meeting, there were two directors in Class B, James L. Cox, M.D. and Debra J. White, whose terms expired at the 2024 Annual Meeting, three directors in Class C, Lishan Aklog, M.D., Michael J. Glennon and Joan B. Harvey, whose terms expire at the 2025 annual meeting of stockholders, and two directors in Class A, Ronald M. Sparks and Timothy Baxter, whose terms expire at the 2026 Annual Meeting. The board nominated Dr. Cox and Ms. White for re-election as Class B directors. Each of the board’s nominees for director was elected, as follows:

2. A proposal to ratify the appointment of Marcum LLP as the Company’s independent registered certified public accounting firm for the year ending December 31, 2024. The ratification of the appointment of Marcum LLP was approved, as follows:

Item9.01. Financial Statements and Exhibits.

(d) Exhibits:

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SIGNATURE

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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