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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): June 12, 2023

img231256658_0.jpg 

 

CareMax, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39391

85-0992224

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1000 NW 57 Court

Suite 400

 

Miami, Florida

 

33126

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 786 360-4768

 

 

(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:

☐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

Class A common stock, par value $0.0001 per share

 

CMAX

 

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share

 

CMAXW

 

The Nasdaq Stock Market LLC

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 12, 2023, CareMax, Inc., a Delaware corporation (the “Company”), held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 111,373,752 shares of Class A common stock, par value $0.0001 per share (“Common Stock”), outstanding and entitled to vote, 77,908,913 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:

Proposal 1: All of the nominees for the Company’s Board of Directors were elected to serve until the Company’s 2026 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified, by the votes set forth in the table below:

 

 

 

 

 

 

 

 

 

Name

 

For

 

Abstained

 

Broker
Non-Vote

Beatriz Assapimonwait

72,870,018

3,095,089

1,943,806

Ralph de la Torre, M.D.

75,827,450

137,657

1,943,806

Jose R. Rodriguez

71,300,410

4,664,697

1,943,806

Hon. David J. Shulkin, M.D.

71,721,537

4,243,570

1,943,806

Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified by the Company’s stockholders, by the votes set forth in the table below:

 

 

 

 

 

 

 

 

 

For

 

Against

 

Abstained

Broker
Non-Vote

77,903,317

4,938

658

0

 

 


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.

 

 

 

 

 

 

 

 

Date:

June 14, 2023

By:

/s/ Kevin Wirges

 

 

 

Name: Kevin Wirges
Title: Executive Vice President, Chief Financial Officer and Treasurer