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): November 23, 2016

 

 

 

SEMLER SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36305   26-1367393
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (IRS Employer Identification No.)

 

2330 NW Everett St.

Portland, Oregon

  97210
(Address of principal executive offices)   (Zip Code)

 

Registrant's telephone number, including area code: (877) 774-4211

 

 

 

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))

 

 

   

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On November 23, 2016, Semler Scientific, Inc. (the “Company”) held its Annual Meeting of the Stockholders (the “Annual Meeting”) at the offices of Cooley LLP, 101 California Street, Floor 5, San Francisco, California 94111. At the Annual Meeting, the Company’s stockholders voted on two 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 October 21, 2016. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.

 

Proposal 1. Stockholders elected each of the following nominees to serve as Class I Directors on the Company’s board of directors (the “Board”) until the Company’s 2019 Annual Meeting of Stockholders or until his respective successor has been duly elected and qualified. The voting results for each of the nominees were as follows:

 

Director Name  Votes For   Votes Against   Votes Withheld   Broker Non-
Votes
   Percentage of
Votes in
Favor
 
Arthur “Abbie” Leibowtiz, M.D., F.A.A.P.   2,899,441    200    217,476    981,263    93.02%
Wayne T. Pan, M.D., Ph.D.   2,890,466    9,175    217,476    981,263    92.73%

 

Proposal 2. Stockholders ratified the selection by the Audit Committee of the Board of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016. The voting results were as follows:

 

Votes For   Votes Against   Abstentions   Percentage of
Votes in Favor
 
 4,098,301    0    79    100.00%

 

   

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SEMLER SCIENTIFIC, INC.
     
  By:   /s/ Douglas Murphy-Chutorian
     

Name: Douglas Murphy-Chutorian

Title: Chief Executive Officer

 

Date: November 29, 2016