UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
As further described below in Item 5.07 of this Current Report on Form 8-K, on May 8, 2024, at the Annual Meeting of Stockholders of Tactile Systems Technology, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Exculpation Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to allow for exculpation of the Company’s officers from liability in specific circumstances. On May 8, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation that sets forth the Exculpation Amendment (the “Certificate of Amendment”).
A description of the Exculpation Amendment is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2024 (the “Proxy Statement”) in the section entitled “Proposal 4 - Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Allow for Exculpation of Officers as Permitted by Delaware Law.” The foregoing description of the Exculpation Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On May 8, 2024, the Company held its 2024 Annual Meeting of Stockholders and the Company’s stockholders voted on the following matters:
Election of Directors
The following nominees were elected to serve as directors for a term that will last until the Company’s 2025 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The number of votes cast for and withheld from each nominee and the number of broker non-votes with respect to each nominee were as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes |
| Valerie L. Asbury | 17,781,587 | 442,062 | 2,616,580 |
| William W. Burke | 17,801,596 | 422,053 | 2,616,580 |
| Sheri L. Dodd | 17,874,433 | 349,216 | 2,616,580 |
| Raymond O. Huggenberger | 17,801,042 | 422,607 | 2,616,580 |
| Daniel L. Reuvers | 17,867,596 | 356,053 | 2,616,580 |
| D. Brent Shafer | 17,838,149 | 385,500 | 2,616,580 |
| Carmen B. Volkart | 17,838,867 | 384,782 | 2,616,580 |
| B. Vindell Washington | 18,036,704 | 186,945 | 2,616,580 |
Ratification of the Selection of Grant Thornton LLP as the Company’s Independent Auditor for 2024
The Company’s stockholders ratified the appointment by the Audit Committee of the Company’s Board of Directors of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 by voting as follows:
| For | Against | Abstain | Broker Non-Votes |
| 20,705,430 | 112,433 | 22,366 | 0 |
Advisory Vote on Approval of the Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by voting as follows:
| For | Against | Abstain | Broker Non-Votes |
| 17,781,574 | 419,547 | 22,528 | 2,616,580 |
Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Allow for Exculpation of Officers as permitted by Delaware Law
The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law by voting as follows:
| For | Against | Abstain | Broker Non-Votes |
| 17,296,464 | 913,066 | 14,119 | 2,616,580 |
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated May 8, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| TACTILE SYSTEMS TECHNOLOGY, INC. | ||
| Date: May 9, 2024 | By: | /s/ Elaine M. Birkemeyer |
| Elaine M. Birkemeyer | ||
| Chief Financial Officer | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
TACTILE SYSTEMS TECHNOLOGY, INC.
Tactile Systems Technology, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:
FIRST: At a meeting of the Board of Directors of the Corporation, the Board of Directors approved a proposed amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) of the Corporation.
SECOND: The proposed amendment provides that the heading of Article 8, and Section 8.1, of the Certificate of Incorporation is hereby amended to read in its entirety as follows:
ARTICLE 8
DIRECTOR AND OFFICER LIABILITY; INDEMNIFICATION AND INSURANCE
| 8.1 | Elimination of Certain Liability of Directors and Officers. The personal liability of the directors and the officers of the Corporation shall be eliminated to the fullest extent permitted by law. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or an officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. |
THIRD: Pursuant to Section 242 of the General Corporation Law of the State of Delaware, at the Corporation’s 2024 annual meeting of stockholders, duly called and held, the necessary number of shares as required by statute were voted in favor of the amendment.
FOURTH: The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
FIFTH: The foregoing amendment shall be effective on the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by the authorized officer named below, this 8th day of May, 2024.
| TACTILE SYSTEMS TECHNOLOGY, INC. | ||
| By: | /s/ Elaine M. Birkemeyer | |
| Elaine M. Birkemeyer | ||
| Chief Financial Officer | ||