Hello, welcome to the annual meeting of stockholders of Streamline Health Solutions Inc. Please note that today's meeting is being recorded. During the meeting, we'll have a question- and- answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Tee Green, President, Chief Executive Officer, and Chairman of the Board of Streamline Health Solutions Inc. Mr. Green, the floor is yours. Thank you. Good morning, ladies and gentlemen. I'm Tee Green, President, Chief Executive Officer, and Chairman of the Board of Streamline Health Solutions Inc. Today's virtual-only meeting is a live video webcast. We believe in engaging with our shareholders. We hope that this virtual meeting will maximize the participation of shareholders regardless of their location. Thank you very much to those who are participating in our virtual meeting online today. At this time, I call this meeting to order. In addition to the ability to submit questions in advance of this meeting, an opportunity for questions and comments relating to the proposals under consideration will be provided after all proposals have been presented. There may also be a general question and answer period after the formal business of the meeting has concluded. I would like to take this opportunity to introduce other members of our Board of Directors who are in attendance today, Jonathan Phillips. I would also like to take an opportunity to introduce Tom Gibson, the Company's Senior Vice President and Chief Financial Officer, who is also in attendance today. Additionally, I would like to recognize Randy Salisbury in attendance today, who is our Senior Vice President and Chief Sales and Marketing Officer. Also present are Matt Whitmire, partner in Dixon Hughes Goodman, the independent auditors for the Company, and Naveen Khavila with Morris, Manning & Martin, outside legal counsel to the Company. Tom Gibson will act as secretary of the meeting. Mr. Gibson, would you please report on the delivery of the proxy and proxy statement with respect to the annual meeting of stockholders? Mr. Chairman, I have received a copy of the proxy and proxy statement with respect to the annual meeting of stockholders to be held on May 20th, 2021. An affidavit on behalf of Computershare Communication Services stating that on April 27th, 2021, Computershare delivered the proxy and proxy statement to each stockholder of record, and the list of stockholders of record as of March 29th, 2021, is open to the examination of any stockholder during this meeting. The bylaws of the company state that a majority of the votes entitled to be cast on a matter by a voting group, present in person or by proxy, shall constitute a quorum for the transaction of business at the meeting. Wendy Lucio has been appointed as the inspector of election. Ms. Lucio, would you please report on the quorum? Mr. Chairman, a quorum is present. Voting on the matters to be considered at the meeting will be online ballot. The polls are now open and will close after the end of our discussions. If you have delivered a proxy, your shares will be voted in the manner you specified. Unless you wish to change your vote, it will not be necessary for you to vote by ballot at this meeting. The business before the stockholders today includes proposal one, a vote to elect five directors to serve until the annual meeting of stockholders to be held in 2022 or until their successors are elected and qualified. Proposal two, an advisory vote to approve the company's executive compensation. Proposal three, an advisory vote to approve the frequency of votes on executive compensation. Proposal four, a vote to ratify Dixon Hughes Goodman as the company's independent auditors for fiscal year 2021. Proposal 5, a vote to approve an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock. Proposal 6, a vote to approve an amendment to the Certificate of Incorporation to remove the supermajority voting requirements. Proposal 7, a vote to approve an amendment to the company's third amended and restated 2013 Stock Incentive Plan. Proposal 8, any other business as may properly come before the meeting or any adjournments thereof. After there has been a motion made to vote on the proposals and the motion has received a second, but prior to the actual vote, the secretary of the meeting will release questions or comments on the proposals submitted by stockholders. If there is no other business to come before the meeting, I'll call for a motion on these proposals. Mr. Chairman, my name is Randy Salisbury, and I'm a stockholder of the company. I move for a vote on each of these proposals. Mr. Chairman, my name is Tom Gibson, and I am a stockholder of the company. I second the motion. Very well. The motion has been made by Mr. Salisbury and seconded by Mr. Gibson. At this time, I will entertain any questions or comments specifically relating to the proposals. Your board has recommended votes for the proposals as follows. For the election of each nominated director. For approval on advisory basis of the compensation paid to the company's named executive officers as disclosed in the proxy statement. One year for the frequency of future advisory votes on executive compensation. For the ratification of appointment of Dixon Hughes Goodman as our independent auditors for fiscal year 2021. For approval of an amendment to the Certificate of Incorporation to increase the total number of authorized shares of common stock. For approval of an amendment to the Certificate of Incorporation to remove the super majority voting requirements. For approval of an amendment to the company's Third Amended and Restated 2013 Stock Incentive Plan to increase the number of authorized shares available for issuance under the plan. If you are a stockholder of record and wish to speak on the business before the meeting, please submit your questions or comments by clicking on the dialogue icon in the upper right corner of the meeting center screen. I now call for a vote on the matters before us. If you are a stockholder of record as of the record date of March 29th, 2021, or hold a valid proxy for such stockholder, please vote your ballot pursuant to the instructions on the annual meeting website. Stockholders who own stock as of the March 29th, 2021 record date are entitled to one vote for each share registered in their names. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. Any shareholder who has already voted and does not wish to change their vote need not take any further action. The online voting will now be closed. Mr. Chairman, based on the preliminary review of the votes cast, the Inspector of Elections has informed me that with respect to Proposal One, the election of five directors, the nominees for election to the board of directors have been duly elected to serve as a director for a term expiring at the 2022 Annual Meeting of Stockholders. With respect to Proposals Two and Three, the compensation paid to the company's named executive officers as disclosed in the proxy statement was approved, and the option for annual vote on the timing of stockholder say on pay frequency has been approved. With respect to Proposal Four, the ratification of the company's appointment of Dixon Hughes Goodman to serve as the company's independent registered public accountants for the 2021 fiscal year, the company stockholders ratified such appointment. With respect to Proposal Five, approval of an amendment of the Certificate of Incorporation, increasing the total number of authorized shares of common stock, a super majority of the stockholders approved the amendment. With respect to Proposal Six, approval of an amendment of the Certificate of Incorporation to remove the super majority voting requirements, a super majority of the stockholders approved the amendment. Finally, with respect to Proposal Seven, approval of an amendment of the company's Third Amended and Restated 2013 Stock Incentive Plan, the stockholders approved such amendment. I have asked the Inspector of Election to make a written report of the final number of votes cast with respect to the proposals acted upon at this meeting. A final report will be available online in the next few days. Based on the voting results, I declare that the proposed slate of directors has been elected. That on an advisory basis, the company's compensation to its named executive officers has been approved. That on an advisory basis, the say on pay frequency vote will be cast every one year. That the proposal to ratify the appointment of Dixon Hughes Goodman as the company's independent auditors for 2021 has been approved. That the proposals to amend the company's Certificate of Incorporation to both increase the number of authorized shares and eliminate the need to obtain super majority votes in the future has been approved. That the amendment to the company's Third Amended and Restated 2013 Stock Incentive Plan has been approved. If there are no further business to come before the meeting, I will entertain a motion for adjournment. I move that the meeting be adjourned. Thank you, Randy. I second the motion. Great. Thanks, Tom. A motion has been made and seconded to adjourn the meeting. The motion is carried. The meeting is adjourned. Thank you for your attendance this morning
Loading workspace