false 0001227636 0001227636 2024-05-30 2024-05-30

 

 

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) May 30, 2024

 

 

NEURONETICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38546   33-1051425
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

3222 Phoenixville Pike, Malvern, PA   19355
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (610) 640-4202

(Former name or former 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:

 

☐

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 on each exchange
on which registered

Common Stock ($0.01 par value)   STIM   The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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

Neuronetics, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 30, 2024 (the “Annual Meeting”). A total of 23,160,764 shares of common stock, representing approximately 77.26% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1: All of the nominees for director were elected to serve a one-year term until the 2025 Annual Meeting, or until their respective successors are elected and qualified, by the votes set forth in the table below:

 

Nominees

  

For

  

Withheld

  

Broker Non-Votes

Robert A. Cascella

   17,030,474   682,887   5,447,403

Sheryl L. Conley

   15,346,682   2,366,679   5,447,403

Glenn P. Muir

   17,678,156   35,205   5,447,403

Megan Rosengarten

   15,580,509   2,132,852   5,447,403

Keith J. Sullivan

   17,635,574   77,787   5,447,403

Proposal 2: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified by the Company’s stockholders by the votes set forth in the table below:

 

20,820,189 votes    FOR the proposal
2,340,133 votes    AGAINST the proposal
442 votes    ABSTAIN

Proposal 3: The approval, on a non-binding, advisory basis, of the compensation of the individual who served as our principal executive officer during 2023 and our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2023 (collectively, our “Named Executive Officers”) was ratified by the Company’s stockholders by the votes set forth in the table below:

 

12,125,947 votes    FOR the proposal
5,576,257 votes    AGAINST the proposal
11,157 votes    ABSTAIN
5,447,403 votes    Broker Non-Votes

Proposal 4: The approval, on a non-binding, advisory basis, of the frequency of future stockholder advisory votes on the compensation of our Named Executive Officers was ratified by the Company’s stockholders by the votes set forth in the table below:

 

17,435,845 votes    1 Year
2,162 votes    2 Years
248,764 votes    3 Years
26,590 votes    Abstain

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.

 

    NEURONETICS, INC.
    (Registrant)
Date: June 3, 2024     By:  

/s/ W. Andrew Macan

    Name:   W. Andrew Macan
    Title:   Executive Vice President, General Counsel,
Chief Compliance Officer and Corporate Secretary
v3.24.1.1.u2
Document and Entity Information
May 30, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001227636
Document Type 8-K
Document Period End Date May 30, 2024
Entity Registrant Name NEURONETICS, INC.
Entity Incorporation State Country Code DE
Entity File Number 001-38546
Entity Tax Identification Number 33-1051425
Entity Address, Address Line One 3222 Phoenixville Pike
Entity Address, City or Town Malvern
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19355
City Area Code (610)
Local Phone Number 640-4202
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock ($0.01 par value)
Trading Symbol STIM
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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