VMD Viemed Healthcare, Inc. - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Viemed Healthcare, Inc. (the “Company”) held its Annual General and Special Meeting of Shareholders (the “Meeting”) on June 4, 2026. At the Meeting, shareholders approved a second amendment (the “Second Amendment”) to the Company’s 2024 Long Term Incentive Plan (the “2024 LTIP”), which had previously been approved by the Company’s Board of Directors on April 7, 2026, subject to shareholder approval. The Second Amendment increases the maximum number of common shares reserved for issuance under the 2024 LTIP and the Company’s prior equity compensation plans to 7,696,717 common shares, including a maximum of 1,000,000 common shares that may be issued as incentive stock options. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The matters submitted to a vote at the Meeting and the final voting results are set forth below.

1. Election of Directors

Shareholders elected each of the seven director nominees to serve until the next annual meeting of shareholders or until their successors are duly elected or appointed. The voting results were as follows:

Name

Votes For

% For

Votes Withheld

% Withheld

Casey Hoyt

21,367,697

95.46%

1,015,859

4.54%

W. Todd Zehnder

21,230,691

94.85%

1,152,865

5.15%

William Frazier

20,879,343

93.28%

1,504,213

6.72%

Randy Dobbs

21,861,662

97.67%

521,894

2.33%

Nitin Kaushal

21,189,191

94.66%

1,194,365

5.34%

Timothy Smokoff

21,163,913

94.55%

1,219,643

5.45%

Sabrina Heltz

17,853,293

79.76%

4,530,263

20.24%

Broker non-votes for the election of directors totaled 5,139,303.

2. Appointment of Auditors

Shareholders approved the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026, and authorized the Company's Board of Directors to fix their remuneration. The voting results were as follows:

Votes For

% For

Votes Withheld

% Withheld

Broker Non-Votes

26,860,081

97.59%

662,778

2.41%

—

3. Amendment to Security Based Compensation Plan

Shareholders approved an ordinary resolution to ratify, confirm, and approve the Second Amendment to the 2024 LTIP. The voting results were as follows:

Votes For

% For

Votes Against

% Against

Abstain

Broker Non-Votes

19,888,046

88.85%

2,267,640

10.13%

227,867

5,139,306

4. Advisory Vote on Executive Compensation

Shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers (the “say-on-pay” vote). The voting results were as follows:

Votes For

% For

Votes Against

% Against

Abstain

Broker Non-Votes

20,863,084

93.21%

1,388,461

6.20%

132,006

5,139,308

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

10.1

Second Amendment to the 2024 Long Term Incentive Plan, effective June 4, 2026

104

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