false 0000876378 0000876378 2022-06-14 2022-06-14

Washington, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 14, 2022
Date of Report (date of earliest event reported)
Asensus Surgical, Inc.
(Exact name of Registrant as specified in its charter)
Delaware   0-19437   11-2962080
(State or other jurisdiction of incorporation or organization)
File Number)
(I.R.S. Employer
Identification Number)
1 TW Alexander Drive, Suite 160
Durham, NC 27703
(Address of principal executive offices)
(Registrants telephone number, including area code)
Not Applicable
(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 (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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol
Name of each exchange on which registered
Common Stock
$0.001 par value per share
NYSE American
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 14, 2022, Asensus Surgical, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the total number of shares represented in person or by proxy was 111,427,690.75 of the 236,415,789 shares of Common Stock outstanding and entitled to vote at the Annual Meeting as of the record date, April 18, 2022. The following matters were voted upon at the Annual Meeting:
1.    Election of Directors. The following named persons were elected as Directors of the Company to serve until the next Annual Meeting of Stockholders in 2023 or until their successors are elected and qualified. The votes cast were as follows:
Director Nominee     For       Vote Withheld  
David B. Milne
    37,965,825.90       13,271,415.95  
Anthony Fernando
    41,427,918.77       9,809,322.08  
Andrea Biffi
    43,152,531.64       8,084,709.21  
Kevin Hobert
    48,001,657.21       3,235,584.64  
Elizabeth Kwo
    47,964,808.81       3,272,432.03  
Richard C. Pfenniger, Jr.
    38,251,791.83       12,985,449.02  
William N. Starling
    40,201,628.69       11,035,613.16  
There were 60,190,448.89 broker non-votes for this proposal.
2.    Say on Pay. The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers for 2021, as described in the proxy statement for the Annual Meeting in accordance with Regulation S-K, Item 402. The stockholder vote was as follows:
            27,882,377.59 Votes
FOR the resolution
                    22,296,247.89 Votes
AGAINST the resolution
 1,058,615.36 Votes
There were 60,190,449.89 broker non-votes for this proposal.
3.    Ratification of Independent Public Accounting Firm for 2022. The stockholders voted to ratify the appointment of BDO USA, LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2022. The stockholder vote was as follows:
108,294,852.77 Votes
FOR the resolution
2,068,290.47 Votes
AGAINST the resolution
  1,064,547.49 Votes
There were no broker non-votes for this proposal.

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, thereunto duly authorized.
Date: June 14, 2022 /s/ Shameze Rampertab
  Shameze Rampertab
  Executive Vice President and Chief Financial Office