vmd-20260604
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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 4, 2026
 

Viemed Healthcare, Inc.
(Exact name of registrant as specified in its charter)
  
British Columbia, Canada
001-38973N/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 classTrading 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. ☐



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 4, 2026. At the Meeting, shareholders approved a second amendment (the “Second 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 7, 2026, subject to shareholder approval. The Second Amendment increases the maximum number of common shares reserved for issuance under the 2024 LTIP and the Company’s prior equity compensation plans to 7,696,717 common shares, including a maximum of 1,000,000 common shares that may be issued as incentive stock options. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Second 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:

NameVotes For% ForVotes Withheld% Withheld
Casey Hoyt21,367,69795.46%1,015,8594.54%
W. Todd Zehnder21,230,69194.85%1,152,8655.15%
William Frazier20,879,34393.28%1,504,2136.72%
Randy Dobbs21,861,66297.67%521,8942.33%
Nitin Kaushal21,189,19194.66%1,194,3655.34%
Timothy Smokoff21,163,91394.55%1,219,6435.45%
Sabrina Heltz17,853,29379.76%4,530,26320.24%

Broker non-votes for the election of directors totaled 5,139,303.

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, 2026, and authorized the Company's Board of Directors to fix their remuneration. The voting results were as follows:

Votes For% ForVotes Withheld% WithheldBroker Non-Votes
26,860,08197.59%662,7782.41%—

3. Amendment to Security Based Compensation Plan
Shareholders approved an ordinary resolution to ratify, confirm, and approve the Second Amendment to the 2024 LTIP. The voting results were as follows:

Votes For% For
Votes Against
% Against
Abstain
Broker Non-Votes
19,888,04688.85%2,267,64010.13%227,8675,139,306




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
20,863,08493.21%1,388,4616.20%132,0065,139,308





Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number
Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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 4, 2026
 
VIEMED HEALTHCARE, INC.
By:
/s/ Trae Fitzgerald
Trae Fitzgerald
Chief Financial Officer

































SECOND AMENDMENT

VIEMED HEALTHCARE, INC.
2024 LONG TERM INCENTIVE PLAN
(Effective June 6, 2024)

The Viemed Healthcare, Inc. 2024 Long Term Incentive Plan ( as previously amended, the “Plan”) is hereby amended, effective June 4, 2026, if approved by the Company’s shareholders at the annual general and special meeting of shareholders on June 4, 2026, for Awards granted after the effective date as follows:

1. The first sentence of Section 4.1 of the Plan is hereby amended to (i) delete the stricken text (indicated textually in the same manner as the following example: stricken text) and (ii) add the underlined text (indicated textually in the same manner as the following example: underlined text) 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 7,904,757 7,696,717 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.”


IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of June 4, 2026.



VIEMED HEALTHCARE, INC.

By: /s/ Jeremy Trahan
Name: Jeremy Trahan
Title: EVP General Counsel & Corporate Secretary