Zomedica Corp.

8-K · zom_8k.htm

0001684144 2026-06-10 2026-06-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

  
 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 10, 2026
  
 Zomedica Corp.

 (Exact name of registrant as specified in its charter)

  
 Alberta, Canada  
  
 001-38298
  
 N/A

 (State or other jurisdiction of incorporation)
  
  (Commission File Number)
  
  (IRS Employer Identification Number)

  
 1101 Technology Drive , Suite 100 , Ann Arbor , Michigan
  
   48108

  (Address of principal executive offices)
  
  (Zip Code)

   
 Registrant's telephone number, including area code: ( 734 ) 369-2555
  
 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))

  
 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
  
 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. ☐
  
 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 Shares, without par value
 ZOMDF
 OTCQB

  

  

  

  
 Item 5.07 Submission of Matters to a Vote of Security Holders.
  
 An annual meeting of our shareholders was held on June 10, 2026 (the “Annual Meeting”). At the Annual Meeting, our shareholders voted on each of the following three matters:
  
 ·
 Proposal 1: Election of eight directors, each for a one-year term;
  
  

 ·
 Proposal 2: Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026;
  
  

 ·
 Proposal 3: An advisory vote to approve the compensation of our named executive officers as described in our management information circular and proxy statement for the Annual Meeting; and
  
  

 ·
 Proposal 4: . An amendment to the By-Laws of the Company to address the quorum requirements for an adjourned meeting of Shareholders as described in the our management information circular and proxy statement for the Annual Meeting.

  
 According to the final vote, the Company’s stockholders approved proposals 1, 2 and 4 and did not approve proposal 3.
  
 The final vote results for each of these four matters is set forth below.
  
 Proposal 1: Election of Eight Directors
  
  
 For
 Withheld
 Broker Non-Vote

 Jeffrey Rowe
 148,970,700
 80,211,388
 200,401,611

 Robert Cohen
 141,153,095
 88,028,993
 200,401,611

 Chris Macleod
 141,041,101
 88,140,987
 200,401,611

 Pam Nichols
 146,791,443
 82,390,645
 200,401,611

 Johnny D. Powers
 151,457,102
 77,724,986
 200,401,611

 Sean Whelan
 141,437,085
 87,745,003
 200,401,611

 Rodney Williams
 141,615,934
 87,566,154
 200,401,611

 Larry Heaton
 148,997,578
 80,184,510
 200,401,611

  
 Accordingly, stockholders elected all director nominees to hold office for terms expiring at the Company’s 2027 annual meeting of stockholders.
  
  
 2

  

  
 Proposal 2: Ratification of Independent Auditors
  
 For:
  
  
 403,285,558  

 Withheld:
  
  
 26,298,141  

  
 Accordingly, stockholders ratified the appointment of Grant Thornton, LLP as our independent registered public accounting firm for the fiscal
 year ended December 31, 2026.
  
 Proposal 3: Advisory Vote on the Company’s Executive Compensation
  
 The votes cast on the advisory vote to approve the compensation of our named executive officers disclosed in our management information
 circular and proxy statement for the Annual Meeting were as follows:
  
 For:
  
  
 99,891,977  

 Against:
  
  
 129,290,109  

 Broker Non-Vote
  
  
 200,401,613  

  
 Accordingly, stockholders failed to approve, on a non-binding advisory basis, the compensation paid to our named executive officers.
  
 Proposal 4 ; Amendment of the Company’s By-Laws
  
 The votes cast to approve an amendment to the By-Laws of the Company to address the quorum requirements for an adjourned meeting of Shareholders as described in the our management information circular and proxy statement for the Annual Meeting were as follows:
 .
 For:
  
  
 123,410,315  

 Against:
  
  
 105,771,772  

 Broker Non-Vote
  
  
 200,401,613  

  
 Accordingly, the stockholders approved the amendment to the By-Laws.
  
 Item 9.01 Financial Statements and Exhibits.
  
 (d) Exhibits.
  
  
 Exhibit Number
  
 Description

  
  
  

 104
  
  Cover Page Interactive Data File (embedded within the Inline XBRL document)

  
  
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 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.
  
   Zomedica Corp.

        
 By: /s/ Karen DeHaan-Fullerton
  
  
 Karen DeHaan-Fullerton
  
     General Counsel and Corporate Secretary
  
        

  
 Date: June 11, 2026
  
  
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