zom_8k.htm

 

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 10, 2026

 

Zomedica Corp.

(Exact name of registrant as specified in its charter)

 

Alberta, Canada 

 

001-38298

 

N/A

(State or other jurisdiction of incorporation)

 

 (Commission File Number)

 

 (IRS Employer Identification Number)

 

1101 Technology Drive, Suite 100, Ann Arbor, Michigan

 

 48108

 (Address of principal executive offices)

 

 (Zip Code)

  

Registrant's telephone number, including area code: (734) 369-2555

 

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))

 

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. ☐

 

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, without par value

ZOMDF

OTCQB

 

 

 

 

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

 

An annual meeting of our shareholders was held on June 10, 2026 (the “Annual Meeting”). At the Annual Meeting, our shareholders voted on each of the following three matters:

 

·

Proposal 1: Election of eight directors, each for a one-year term;

 

 

·

Proposal 2: Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026;

 

 

·

Proposal 3: An advisory vote to approve the compensation of our named executive officers as described in our management information circular and proxy statement for the Annual Meeting; and

 

 

·

Proposal 4: . An amendment to the By-Laws of the Company to address the quorum requirements for an adjourned meeting of Shareholders as described in the our management information circular and proxy statement for the Annual Meeting.

 

According to the final vote, the Company’s stockholders approved proposals 1, 2 and 4 and did not approve proposal 3.

 

The final vote results for each of these four matters is set forth below.

 

Proposal 1: Election of Eight Directors

 

 

For

Withheld

Broker Non-Vote

Jeffrey Rowe

148,970,700

80,211,388

200,401,611

Robert Cohen

141,153,095

88,028,993

200,401,611

Chris Macleod

141,041,101

88,140,987

200,401,611

Pam Nichols

146,791,443

82,390,645

200,401,611

Johnny D. Powers

151,457,102

77,724,986

200,401,611

Sean Whelan

141,437,085

87,745,003

200,401,611

Rodney Williams

141,615,934

87,566,154

200,401,611

Larry Heaton

148,997,578

80,184,510

200,401,611

 

Accordingly, stockholders elected all director nominees to hold office for terms expiring at the Company’s 2027 annual meeting of stockholders.

 

 
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Proposal 2: Ratification of Independent Auditors

 

For:

 

 

403,285,558

 

Withheld:

 

 

26,298,141

 

 

Accordingly, stockholders ratified the appointment of Grant Thornton, LLP as our independent registered public accounting firm for the fiscal

year ended December 31, 2026.

 

Proposal 3: Advisory Vote on the Company’s Executive Compensation

 

The votes cast on the advisory vote to approve the compensation of our named executive officers disclosed in our management information

circular and proxy statement for the Annual Meeting were as follows:

 

For:

 

 

99,891,977

 

Against:

 

 

129,290,109

 

Broker Non-Vote

 

 

200,401,613

 

 

Accordingly, stockholders failed to approve, on a non-binding advisory basis, the compensation paid to our named executive officers.

 

Proposal 4; Amendment of the Company’s By-Laws

 

The votes cast to approve an amendment to the By-Laws of the Company to address the quorum requirements for an adjourned meeting of Shareholders as described in the our management information circular and proxy statement for the Annual Meeting were as follows:

.

For:

 

 

123,410,315

 

Against:

 

 

105,771,772

 

Broker Non-Vote

 

 

200,401,613

 

 

Accordingly, the stockholders approved the amendment to the By-Laws.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

Exhibit Number

 

Description

 

 

 

104

 

 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
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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.

 

 

Zomedica Corp.

    
By:/s/ Karen DeHaan-Fullerton

 

 

Karen DeHaan-Fullerton

 
  

General Counsel and Corporate Secretary

 
    

 

Date: June 11, 2026

 

 
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