8-K
false 0001227636 0001227636 2023-05-25 2023-05-25

 

 

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) May 25, 2023

 

 

NEURONETICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38546   33-1051425
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

  (I.R.S. Employer
Identification No.)

 

3222 Phoenixville Pike, Malvern, PA   19355
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (610) 640-4202

(Former name or former address, if changed since last report.) Not applicable.

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol (s)

 

Name on each exchange

on which registered

Common Stock ($0.01 par value)   STIM   The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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

Neuronetics, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 25, 2023 (the “Annual Meeting”). A total of 19,787,241 shares of common stock, representing approximately 69.54% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1: All of the nominees for director were elected to serve a one-year term until the 2024 Annual Meeting, or until their respective successors are elected and qualified, by the votes set forth in the table below:

 

Nominees

   For    Withheld    Broker Non-Votes

John K. Bakewell

   16,051,257    553,330    3,182,654

Joseph H. Capper

   15,878,867    725,720    3,182,654

Robert A. Cascella

   14,585,133    2,019,454    3,182,654

Sheryl L. Conley

   9,498,105    7,106,482    3,182,654

Wilfred E. Jaeger

   12,883,089    3,721,498    3,182,654

Glenn P. Muir

   13,037,525    3,567,062    3,182,654

Megan Rosengarten

   16,049,221    555,366    3,182,654

Keith J. Sullivan

   16,040,791    563,796    3,182,654

Proposal 2: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified by the Company’s stockholders by the votes set forth in the table below:

 

For

 

Against

 

Abstained

16,802,332   2,981,999   2,910

 


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.

 

        NEURONETICS, INC.
        (Registrant)
Date: May 30, 2023     By:  

/s/ W. Andrew Macan

        Name:   W. Andrew Macan
        Title:   Executive Vice President, General Counsel,
      Chief Compliance Officer and Corporate Secretary