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OPKO Health Inc.

AGM Information Jun 24, 2023

6963_rns_2023-06-24_49cbaf5a-2867-48c2-a64e-1acca01d0af3.pdf

AGM Information

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 22, 2023

OPKO Health, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware 001-33528 75-2402409 (State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

4400 Biscayne Blvd. Miami,
Florida
33137
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (305) 575-4100

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:

☐ W ritten com m unications pursuant to R ule425 under the Securities Act (17 CFR 230.425)

☐ Soliciting m aterial pursuant to R ule14a-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
Common Stock, par value \$0.01 per share OPK 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 (§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 5.07. 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"). Below is a summary of the proposals submitted to a vote of the Company's stockholders at the Annual Meeting and the corresponding votes.

  1. All twelve nominees were elected to the Board of Directors with each director receiving votes as follows:
Election of Directors For Against Abstain Broker Non-Votes
Phillip Frost, M.D. 379,317,162 74,045,929 182,371 103,821,645
Jane H. Hsiao, Ph.D. 376,333,526 74,783,417 2,428,516 103,821,645
Elias A. Zerhouni, M.D. 374,789,049 72,680,790 6,075,623 103,821,645
Steven D. Rubin 372,904,884 80,358,638 276,940 103,821,645
Gary J. Nabel, M.D., Ph.D. 344,928,159 75,168,839 33,448,464 103,821,645
Alexis Borisy 390,808,455 54,496,718 8,240,289 103,821,645
Richard M. Krasno, Ph.D. 443,928,010 6,849,617 2,767,835 103,821,645
Prem A. Lachman, M.D. 405,262,395 48,129,851 153,216 103,821,645
Roger J. Medel, M.D. 405,420,677 47,970,760 154,025 103,821,645
John A. Paganelli 370,203,909 80,525,601 2,815,952 103,821,645
Richard C. Pfenniger, Jr. 370,802,956 80,317,503 2,425,003 103,821,645
Alice Lin-Tsing Yu, M.D., Ph.D. 351,259,466 95,571,415 6,714,591 103,821,645
  1. The stockholders voted to approve, on a non-binding advisory basis, the compensation of the named executive officers of the Company as disclosed in the Company's 2023 Proxy Statement for the Annual Meeting ("Say on Pay"). The votes on this proposal were as follows:
For Against Abstain Broker Non-Votes
437,636,656 14,823,803 1,085,003 103,821,645
  1. The stockholders selected one year as the frequency with which the stockholders are provided a non-binding advisory vote on Say on Pay in future years. The votes on this proposal were as follows:
1 Year 2 Years 3 Years Abstain Broker Non-Votes
439,223,605 1,033,695 6,933,736 6,354,426 103,821,645
  1. The stockholders voted to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes on this proposal were as follows:
For Against Abstain Broker Non-Votes
550,763,909 5,514,961 1,088,237 0

No other matters were considered or voted upon at the meeting.

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.

OPKO Health, Inc.

By: /s/ Steven D. Rubin

Date: June 23, 2023 Name: Steven D. Rubin Title: Executive Vice President-Administration

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