Streamline Health Solutions Inc.

08/07/2025 | Press release | Distributed by Public on 08/07/2025 14:44

Proxy Results (Form 8-K)

Item 5.07
Submission of Matters to a Vote of Security Holders.
Streamline Health Solutions, Inc. (the "Company") held a Special Meeting of Stockholders (the "Special Meeting") on August 7, 2025. Proxies for the Special Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board's proposals. At the Special Meeting, the Company's stockholders voted upon two proposals, which are summarized below. The proposals are described in detail in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on July 10, 2025.
As of the close of business on June 23, 2025, the record date for the Special Meeting, there were approximately 4,356,062 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), issued and outstanding and entitled to vote on each matter presented for vote at the Special Meeting. At the Special Meeting, 3,333,250 shares of Common Stock, or approximately 77%, of the issued and outstanding shares of Common Stock entitled to vote at the Special Meeting, were present or represented by proxy, constituting a quorum to conduct business. A brief description and the final vote results for each proposal are set forth below.
1.
To adopt the Agreement and Plan of Merger, dated as of May 29, 2025 (the "Merger Agreement"), by and among the Company, Mist Holding Co., a Delaware corporation and the parent company of Hayes Management Consulting LLC d/b/a MDaudit ("Parent"), and MD BE Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, and upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (such merger, the "Merger" and such proposal, the "Merger Proposal"):
For
Against
Abstain
Broker Non-Votes
3,321,786 3,395 8,069
-
As a result, the Merger Proposal was approved, receiving the affirmative vote of approximately 76% of the issued and outstanding shares of Common Stock entitled to vote thereon.
2.
To approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the Merger (the "Compensation Proposal"):
For
Against
Abstain
Broker Non-Votes
2,845,243 284,165 203,842 -
As a result, the Compensation Proposal was approved, on a non-binding, advisory basis, receiving the affirmative vote of approximately 85% of the shares of Common Stock present or represented by proxy at the Special Meeting and entitled to vote thereon.
As there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, the proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes present or represented by proxy at the Special Meeting to approve the Merger Proposal, was not brought before the Special Meeting for a vote.
Item 8.01
Other Events.
Based on the results of the Special Meeting, the Company expects the consummation of the Merger to occur on or about August 12, 2025, subject to the satisfaction or waiver of the remaining conditions to closing set forth in the Merger Agreement.
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