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:
☐ 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 (§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 5.07. Submission of Matters to a Vote of Security Holders.
On June 10, 2021, Health Catalyst, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The Company's stockholders voted on four proposals at the Annual Meeting, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 27, 2021. The number of shares of the Company's common stock entitled to vote at the Annual Meeting was 44,475,560. The number of shares of the Company's common stock present or represented by valid proxy at the Annual Meeting was 38,626,363. The final voting results with respect to each such proposal are set forth below.
Proposal 1 – Election of Directors
The Company's stockholders elected each of the three persons named below to serve as a Class II director of the Company to serve a three-year term ending at the 2024 annual meeting or until his or her successor is elected and qualified. The results of such vote were as follows:
Director Name
Votes For
Votes Withheld
Broker Non-Votes
Daniel Burton
27,351,454
6,595,737
4,679,172
John A. Kane
25,938,377
8,008,814
4,679,172
Julie Larson-Green
27,115,516
6,831,675
4,679,172
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The Company's stockholders ratified the appointment of Ernst & Young LLP to perform the audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2021. The results of such vote were as follows:
Votes For
Votes Against
Abstentions
38,215,462
403,802
7,099
Proposal 3 – To approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers
The stockholders approved the non-binding, advisory proposal to approve the compensation of the Company’s named executive officers. The results of such vote were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
20,529,210
12,972,753
445,228
4,679,172
Proposal 4 – To vote to recommend, on an advisory, non-binding basis, the frequency of future advisory, non-binding votes on the compensation of the Company’s named executive officers
The stockholders approved holding the advisory, non-binding vote on the compensation of the Company’s named executive officers each year. The results of such vote were as follows:
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
32,548,797
5,457
1,123,410
269,527
4,679,172
SIGNATURE
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.
