CUE HEALTH INC. Form 8-K (Sept. 21, 2022)

Summary

A Form 8-K current report of Cue Health Inc. to the U.S. Securities and Exchange Commission, reporting an earliest event of September 21, 2022 and signed September 27, 2022 by John Gallagher, Chief Financial Officer. Under Item 5.07, it reports that, on September 21, 2022, the Annual Meeting of Stockholders took place, with holders of 107,417,753 shares of common stock present in person or by proxy, representing 72.50% of the voting power. Stockholders elected Joshua Ghaim as a Class I director to hold office until the 2025 Annual Meeting and ratified the appointment of BDO USA, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022. The report tabulates votes for, against, abstaining and broker non-votes on both proposals.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

Full text

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): September 21, 2022

CUE HEALTH INC.

(Exact name of Registrant, as specified in its charter)

Delaware | 001-40590 | 27-1562193
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number)

Mailing address:

4980 Carroll Canyon Rd.

Suite 100

San Diego , CA 92121

(Address of principal executive

offices)

Registrant's telephone number, including area code: ( 858 ) 412-8151

Former name or 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 (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
Common Stock, par value $0.00001 per share | HLTH | Nasdaq Global Stock 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.

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Cue Health Inc. (the “Company”) was held on September 21, 2022. Present at the Annual Meeting in person or by proxy were holders of 107,417,753 shares of the Company’s common stock, representing 72.50% of the voting power of the shares of the Company’s common stock as of August 5, 2022, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The matters that were voted upon at the Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below.

Each share of common stock was entitled to one vote on each proposal.

At the Annual Meeting, the Company’s stockholders (1) elected the Company’s nominee for director and (2) ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

Proposal 1 – Election of one Class I director, Joshua Ghaim, to hold office until the Company’s 2025 Annual Meeting of Stockholders:

Votes For | Votes Against | Abstentions | Broker Non-Votes
Joshua Ghaim | 66,072,907 | 4,025,872 | 9,843,580 | 27,475,394.00

Proposal 2 – Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:

Votes For | Votes Against | Abstentions
107,125,903 | 234,135 | 57,715

2

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.

Cue Health Inc.

Date: September 27, 2022 | By: | /s/ John Gallagher
Name: | John Gallagher
Title: | Chief Financial Officer

3

File and source

File

SEC_CUE_8-K_filed2022-09-27_0001628945-22-000141.htm

Size

41,651 bytes

SHA-256

43d5d0c1367edb0fef53f09e4ab8e5f6f7147dbffc87269bc512b8245fe245c4

Our copy

SEC_CUE_8-K_filed2022-09-27_0001628945-22-000141.htm

Original

www.sec.gov