false 0000876378 0000876378 2023-06-06 2023-06-06
 
 
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
 
June 6, 2023
Date of Report (date of earliest event reported)
_________________
 
Asensus Surgical, Inc.
(Exact name of Registrant as specified in its charter)
_________________
 
Delaware
(State or other jurisdiction of
incorporation or organization)
0-19437
(Commission
File Number)
11-2962080
(I.R.S. Employer
Identification Number)
 
1 TW Alexander Drive, Suite 160
Durham, NC 27703
(Address of principal executive offices)
 
919-765-8400
(Registrant’s telephone number, including area code)
 
Not Applicable
(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
  
Name of each exchange on which registered
Common Stock
$0.001 par value per share
  
ASXC
  
NYSE American
 
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. ☐
 
 
 
 
 
Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On June 6, 2023, at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of Asensus Surgical, Inc. (the “Company”) voted to approve, among other things, the Company’s Amended and Restated Incentive Compensation Plan (the “Plan”) to increase the number of shares reserved for issuance under the Plan by 22,000,000 shares. The vote for approval of the amended and restated Plan is set forth below under Item 5.07 and incorporated herein by reference.
 
The amended and restated Plan is attached to this Current Report on Form 8-K and incorporated by reference into this Item.
 
Item 5.07         Submission of Matters to a Vote of Security Holders.
 
On June 6, 2023, the Company held the Annual Meeting. At the Annual Meeting, the total number of shares represented in person or by proxy was 100,621,804 of the 239,346,219 shares of Common Stock outstanding and entitled to vote at the Annual Meeting as of the record date, April 14, 2023. The following matters were voted upon at the Annual Meeting:
 
1.    Election of Directors. The following named persons were elected as Directors of the Company to serve until the next Annual Meeting of Stockholders in 2024 or until their successors are elected and qualified. The votes cast were as follows:
 
Director Nominee
For
Vote Withheld
     
David B. Milne
 30,702,681 2,320,236
Anthony Fernando
 30,566,673 2,456,244
Andrea Biffi
 31,225,760 1,797,157
Kevin Hobert
 30,802,027 2,220,890
Elizabeth Kwo
 31,292,806 1,730,111
Richard C. Pfenniger, Jr.
 26,524,997 6,497,920
William N. Starling
 29,584,658 3,438,259
 
There were 67,598,887 broker non-votes for this proposal.
 
2.    Say on Pay. The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers for 2022, as described in the proxy statement for the Annual Meeting in accordance with Regulation S-K, Item 402. The stockholder vote was as follows:
 
     Votes
26,569,319
FOR the resolution
     Votes
5,107,805
AGAINST the resolution
     Votes
1,345,793
ABSTAIN
 
There were 67,598,887 broker non-votes for this proposal.
 
 
 
 
3.    Frequency of Say on Pay. The stockholders voted to approve the frequency of the submission of future Say on Pay proposals to the stockholders as once every year. The stockholder vote was as follows:
 
     Votes
28,699,919
ONE YEAR
     Votes 2,104,677
TWO YEARS
     Votes 1,203,337
THREE YEARS
     Votes 1,014,984
ABSTAIN
 
There were 67,598,887 broker non-votes for this proposal.
 
Following the Annual Meeting, and based upon the vote of the stockholders, approving annual Say on Pay proposals, the Board of Directors adopted and approved the recommendation of the stockholders and will continue to submit annual Say on Pay proposals to the stockholders each year until the occurrence of the next advisory vote on the frequency of the submission of future Say on Pay proposals.
 
4.    Amendment and Restatement of the Incentive Compensation Plan. The stockholders voted to approve the amendment and restatement of the Plan to increase the number of shares reserved for issuance under the Plan by 22,000,000 shares. The stockholder vote was as follows:
 
     Votes
24,907,822
FOR the resolution
     Votes
7,076,633
AGAINST the resolution
     Votes
1,038,462
ABSTAIN
 
There were 67,598,887 broker non-votes for this proposal.
 
5.    Ratification of Independent Public Accounting Firm for 2023. The stockholders voted to ratify the appointment of BDO USA, LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2023. The stockholder vote was as follows:
 
     Votes
92,523,034
FOR the resolution
     Votes
7,008,611
AGAINST the resolution
     Votes
1,090,159
ABSTAIN
 
There were no broker non-votes for this proposal.
 
Item 9.01         Financial Statements and Exhibits.
 
Exhibit No. Description
   
10.1*  Asensus Surgical, Inc. Amended and Restated Incentive Compensation Plan.
   
104 Cover Page Interactive Data File (formatted in inline XBRL)
 
___________
 
*
Represents a management contract, compensatory plan or arrangement required to be separately identified.
 
2
 
 
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, thereunto duly authorized.
 
  ASENSUS SURGICAL, INC.
   
Date: June 6, 2023 /s/ Shameze Rampertab  
 
Shameze Rampertab
Executive Vice President and Chief Financial Officer
 
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