UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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).
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amended and Restated Certificate of Incorporation
AirSculpt Technologies, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders on May 10, 2023 (the “Annual Meeting”). At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of the Company’s officers in certain circumstances pursuant to and consistent with the Delaware General Corporation Law (the “Amendment”).
The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on May 10, 2023 (the “Certificate of Amendment”). The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the close of business on March 21, 2023, the record date of the Annual Meeting, the Company had 56,711,260 shares of common stock issued and outstanding. The following shares were present at the Annual Meeting, either in person at the virtual shareholder meeting or by proxy.
The results of the proposals are as follows:
1. The election of the three Class II director nominees to serve for a term of three years:
| Name | Votes For | Votes Against | Abstain | Broker Non-Votes | |||||
| Adam Feinstein | 44,813,132 | 740,255 | 567 | 7,779,143 | |||||
| Kenneth Higgins | 44,876,322 | 677,067 | 565 | 7,779,143 | |||||
| Thomas Aaron | 45,528,384 | 25,005 | 565 | 7,779,143 |
All three Class II director nominees were duly elected.
2. The ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2023:
| Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||
| 53,321,551 | 2,272 | 9,274 | 0 | ||||||
3. The approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company:
| Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||
| 44,700,043 | 853,846 | 65 | 7,779,143 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | ||
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated May 10, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Dated: May 11, 2023
| AirSculpt Technologies, Inc. | ||
| By: | /s/ Dennis Dean | |
| Name: Dennis Dean | ||
| Title: Chief Financial Officer | ||
[Signature Page to the Form 8-K]
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
AIRSCULPT TECHNOLOGIES, INC.
AirSculpt Technologies, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY:
FIRST: The name of the Corporation is AirSculpt Technologies, Inc.
SECOND: Article VII of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows:
“No director or officer of the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. Any amendment, repeal or modification of this Article VII, or the adoption of any provision of the Amended and Restated Certificate inconsistent with this Article VII, shall not adversely affect any right or protection of a director or officer of the Corporation with respect to any act or omission occurring prior to such amendment, repeal, modification or adoption. If the DGCL is amended after approval by the stockholders of this Article VII to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.”
THIRD: This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL and has been adopted by the stockholders of the Corporation at a meeting of the stockholders of the Corporation in accordance with the provisions of Section 211 of the DGCL.
FOURTH: All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.
IN WITNESS, WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed by an authorized officer as of May 10, 2023.
| AIRSCULPT TECHNOLOGIES, INC. | ||
| By: | /s/ Dennis Dean | |
| Name: Dennis Dean | ||
| Title: Chief Financial Officer | ||