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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

Date of Report (Date of earliest event reported): June 5, 2025

 

Viemed Healthcare, Inc.

(Exact name of registrant as specified in its charter)

  

British Columbia, Canada

001-38973

N/A

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

625 E. Kaliste Saloom Rd. Lafayette, Louisiana						70508
(Address of principal executive offices)						(Zip Code)

(337) 504-3802

(Registrant’s telephone number, including area code) 

(Former name 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 (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement 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 shares, no par value			VMD			The Nasdaq Stock Market LLC

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. ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Viemed Healthcare, Inc. (the “Company”) held its Annual General and Special Meeting of Shareholders (the “Meeting”) on June 5, 2025. At the Meeting, shareholders approved an amendment (the “Amendment”) to the Company’s 2024 Long Term Incentive Plan (the “2024 LTIP”), which had previously been approved by the Company’s Board of Directors on April 9, 2025.

The Amendment (i) increases the maximum number of common shares available for issuance under the 2024 LTIP, (ii) clarifies the vesting treatment of awards in the event of a change in control, and (iii) establishes a minimum one-year vesting period for all awards. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The matters submitted to a vote at the Meeting and the final voting results are set forth below.

1. Election of Directors

Shareholders elected each of the seven director nominees to serve until the next annual meeting of shareholders or until their successors are duly elected or appointed. The voting results were as follows:

Name						Votes For						% For																		Votes Withheld						% Withheld
Casey Hoyt						24,719,614						96.64%																		858,135						3.36%
W. Todd Zehnder						24,558,873						96.02%																		1,018,875						3.98%
William Frazier						24,098,083						94.22%																		1,479,665						5.78%
Randy Dobbs						25,453,585						99.51%																		124,164						0.49%
Nitin Kaushal						23,471,130						91.76%																		2,106,618						8.24%
Timothy Smokoff						23,139,964						90.47%																		2,437,784						9.53%
Sabrina Heltz						23,305,826						91.12%																		2,271,922						8.88%

Broker non-votes for the election of directors totaled 2,751,101.

2. Appointment of Auditors

Shareholders approved the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025, and authorized the Company's Board of Directors to fix their remuneration. The voting results were as follows:

Votes For						% For																		Votes Withheld						% Withheld						Broker Non-Votes
28,262,294						99.77%																		66,556						0.23%						—

3. Amendment to Security Based Compensation Plan

Shareholders approved an ordinary resolution to ratify, confirm, and approve the Amendment to the 2024 LTIP. The voting results were as follows:

Votes For						% For						Votes Against						% Against																		Abstain						Broker Non-Votes
23,709,334						92.70%						1,675,002						6.55%																		193,412						2,751,102

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4. Advisory Vote on Executive Compensation

Shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers (the “say-on-pay” vote). The voting results were as follows:

Votes For						% For						Votes Against						% Against																		Abstain						Broker Non-Votes
25,027,453						97.85%						470,787						1.84%																		79,506						2,751,104

5. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

Shareholders approved, on a non-binding advisory basis, the frequency for future say-on-pay votes. The option “1 Year” received the highest number of votes. The voting results were as follows:

1 Year						2 year						3 Year						Abstain						Broker Non-Votes
25,063,395						24,939						428,613						60,802						2,751,101

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
10.1						Amendment to the 2024 Long Term Incentive Plan, effective June 5, 2025
104						Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101

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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.

Date: June 5, 2025

 

VIEMED HEALTHCARE, INC.
By:						/s/ Trae Fitzgerald
						Trae Fitzgerald
						Chief Financial Officer

FIRST AMENDMENT

VIEMED HEALTHCARE, INC.

2024 LONG TERM INCENTIVE PLAN

(Effective June 6, 2024)

The Viemed Healthcare, Inc. 2024 Long Term Incentive Plan (the “Plan”) is hereby amended, effective June 5, 2025, if approved by the Company’s shareholders at the annual general and special meeting of shareholders on June 5, 2025, for Awards granted after the effective date as follows:

1. The first sentence of Section 4.1 of the Plan is hereby amended and restated in its entirety to read as follows:

“Subject to adjustment as provided in Section 4.2, Section 4.3 and Section 25 hereto, the maximum aggregate number of shares of Stock that may be available for Awards and issuance and reserved for issuance, at any time, under this Plan and the Prior Stock Plans in the aggregate shall be 7,904,769 and may consist of any of the following: shares of Stock held in treasury of the Company, shares of Stock authorized but unissued or shares of Stock reacquired by the Company or any combination of the foregoing.”

2. Section 5.6 of the Plan is hereby amended and restated in its entirety to read as follows:

“5.6 Minimum Vesting Periods

Except as provided in the Carve-Out Exception (as defined below), all Awards shall have a minimum of a one (1) year of Service vesting period for exercise and/or payment whether based on the Participant’s provision of Services or performance criteria; provided, however, that the Committee in its discretion may provide that such minimum one (1) year period may lapse or be waived in connection with or following a Participant’s death, Disability or upon a Change in Control, and provided further that with respect to Director Awards such minimum vesting shall be the earlier of one (1) year of Service or the date of the Company’s next regular annual shareholders’ meeting following the date of the grant of the Award as long as the period is not less than 50 weeks. The foregoing minimum vesting requirement shall not apply with respect to 5% of the maximum number of shares of Stock issuable under Section 4.1, as adjusted by Section 4.2 (such 5% being defined as the “Carve-Out Exception”). To the extent Section 4.1 is amended to increase the number of shares of Stock issuable under the Plan, then 5% of the shares of Stock subject to such increase shall be added to, and increase, the number of shares of Stock subject to the Carve-Out Exception.”

3. Section 9.1(b) of the Plan is hereby amended and restated in its entirety to read as follows:

“(b) Change in Control. If a Participant’s Service is terminated without Cause or for good reason, as defined in an Award, in connection with or within one (1) year after the Change in Control, all Awards shall vest and become immediately exercisable.”

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IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of June 5, 2025.

VIEMED HEALTHCARE, INC.

By: /s/ Jeremy Trahan

Name: Jeremy Trahan

Title: EVP General Counsel & Corporate Secretary