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(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
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):
i☐Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐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
iCommon stock, par value $0.0001 per share
iHQY
iThe
NASDAQ Global Select Market
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 i☐
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 22, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 28, 2023, the record date for the
Annual Meeting, 85,470,082 shares of common stock of the Company were issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 12, 2023. Stockholders approved each of the proposals presented for a vote. The tables below set forth the number of votes cast for and against, and the number of abstentions or broker non-votes, for each matter voted upon by the Company’s stockholders.
Proposal
1. The election of eleven directors to hold office until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
For
Against
Abstain
Broker Non-Votes
Robert Selander
75,250,232
1,902,584
47,112
3,582,568
Jon
Kessler
76,751,884
402,580
45,464
3,582,568
Stephen Neeleman, M.D.
76,209,904
942,551
47,473
3,582,568
Paul Black
76,739,851
413,090
46,987
3,582,568
Frank Corvino
76,471,392
664,676
63,860
3,582,568
Adrian
Dillon
76,732,974
420,381
46,573
3,582,568
Evelyn Dilsaver
74,446,560
2,706,721
46,647
3,582,568
Debra McCowan
75,377,166
1,776,322
46,440
3,582,568
Rajesh Natarajan
76,731,684
421,568
46,676
3,582,568
Stuart
Parker
76,720,509
432,201
47,218
3,582,568
Gayle Wellborn
76,764,325
389,037
46,566
3,582,568
Proposal 2. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024.
There were no broker non-votes for this proposal.
For
Against
Abstain
80,332,574
411,502
38,420
Proposal 3. The approval, on a non-binding, advisory basis, of the fiscal 2023 compensation paid to the Company’s named executive officers.
For
Against
Abstain
Broker
Non-Votes
75,659,879
1,493,077
46,972
3,582,568
Proposal 4. The approval, on a non-binding, advisory basis, the frequency of future advisory votes on the compensation of the Company's named executive officers.
1
Year
2 Years
3 Years
Abstain
Broker Non-Votes
75,401,947
4,891
1,751,278
41,812
3,582,568
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit No.
Description
104
Cover Page Interactive Data File (formatted in Inline XBRL)
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.