PAVmed Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
N/A
(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(s) | Name of each exchange on which registered | ||
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 Directors; Compensatory Arrangements of Certain Officers. |
The information disclosed under Item 5.07 is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 24, 2026, PAVmed Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”). Stockholders representing approximately 59.6% of the shares outstanding and entitled to vote were present in person or by proxy. At the Annual Meeting, the stockholders elected each of management’s nominees for director and approved the other matters considered. A description of the matters considered by the stockholders and a tally of the votes on each such matter are set forth below.
1. The election of two members of the Company’s board of directors (the “Board”) as Class A directors, to hold office until the third succeeding annual meeting and until their respective successors are duly elected and qualified. The Board is divided into three classes, Class A, Class B and Class C. As of the Annual Meeting, there were two directors in Class A, Ronald M. Sparks and Timothy Baxter, whose terms expired at the Annual Meeting, two directors in Class B, Sundeep Agrawal, M.D. and Debra J. White, whose terms expire at the 2027 annual meeting of stockholders, and two directors in Class C, Lishan Aklog, M.D. and Michael J. Glennon, whose terms expire at the 2028 annual meeting of stockholders. The board nominated Mr. Sparks and Mr. Baxter for re-election as Class A directors. Each of the board’s nominees for director was elected, as follows:
| Name | For | Authority Withheld | Broker Non-Votes | |||||||||
| Ronald M. Sparks | 3,810,460 | 67,490 | 457,041 | |||||||||
| Timothy Baxter | 3,815,060 | 62,890 | 457,041 | |||||||||
2. A proposal to approve amendments to the Company’s Employee Stock Purchase Plan (the “ESPP”) to (i) increase the total number of shares of the Company’s common stock available under the ESPP by an additional 200,000 shares, from 15,774 shares to 215,774 shares and (ii) raise the annual limit for increases under the evergreen provision from 5,556 to 500,000 shares. The amendments were approved, as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 3,780,854 | 95,874 | 1,222 | 457,041 | |||||||||
A more complete description of the ESPP, as amended, is set forth beginning on page 8 under “The ESPP Proposal” in the Definitive Proxy Statement on Schedule 14A, filed by the Company on April 30, 2026 (the “Definitive Proxy Statement”), which description is incorporated herein by reference. The description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the ESPP, which is included as Annex A to the Definitive Proxy Statement and is incorporated herein by reference.
3. A proposal to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered certified public accounting firm for the year ending December 31, 2026. The ratification of the appointment of CBIZ CPAs P.C. was approved, as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 4,306,623 | 25,814 | 2,554 | — | |||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Employee Stock Purchase Plan, as amended and restated on June 24, 2026 (incorporated by reference to Annex A to the Definitive Proxy Statement). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 1 |
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.
| Dated: June 24, 2026 | PAVMED INC. | |
| By: | /s/ Dennis McGrath | |
| Dennis McGrath | ||
| President and Chief Financial Officer | ||
| 2 |