PROF 8-K
Profound Medical Corp. (PROF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders |
At the 2025 Annual General and Special Meeting of Shareholders of Profound Medical Corp. (the “Company”) held on May 14, 2025, the holders of common shares of the Company voted on: (1) six director nominees to be elected to the Board to serve until the close of the Company’s next annual meeting of shareholders or until their respective successors have been appointed; (2) the appointment of PricewaterhouseCoopers LLP as auditors of the Company until the close of the Company’s next annual meeting of shareholders at such remuneration to be fixed by the Board; and (3) an ordinary resolution approving all unallocated options under the Company’s share option plan. The items of business are further described in the Company’s management information circular filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 22, 2025.
The tables below set forth the number of votes cast for, against or withheld, for each matter voted on by the Company’s shareholders.
| 1. | Election of Directors |
Each of the six nominees listed below was elected as Director of the Corporation to hold office until the Corporation’s next annual meeting of shareholders or until their successor is duly appointed.
| Nominee | For | % For | Withheld | % Withheld |
| Arun Menawat | 11,147,209 | 94.536% | 644,301 | 5.464% |
| Brian Ellacott | 11,048,084 | 93.695% | 743,426 | 6.305% |
| Cynthia Lavoie | 11,438,299 | 97.005% | 353,211 | 2.995% |
| Murielle Lortie | 11,291,509 | 95.76% | 500,001 | 4.24% |
| Arthur Rosenthal | 10,899,784 | 92.438% | 891,726 | 7.562% |
| Kris Shah | 11,040,268 | 93.629% | 751,242 | 6.371% |
| 2. | Appointment of Auditors |
The shareholders approved the appointment of PricewaterhouseCoopers LLP as auditors of the Corporation until the close of the Corporation’s next annual meeting of shareholders at such remuneration to be fixed by the Board.
| Votes For | % For | Votes Withheld | % Withheld |
| 20,467,738 | 99.489% | 105,225 | 0.511% |
| 3. | Approval of Unallocated Options under the Share Option Plan |
The shareholders approved an ordinary resolution approving all unallocated options under the Company’s share option plan.
| Votes For | % For | Votes Against | % Against |
| 8,050,144 | 68.271% | 3,741,366 | 31.729% |
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.
| PROFOUND MEDICAL CORP. | |||
| Date: | May 14, 2025 | By: | /s/ Rashed Dewan |
| Rashed Dewan Chief Financial Officer |