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Viemed Healthcare (Nasdaq: VMD) shareholders approve directors, pay and expanded 2024 LTIP

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Viemed Healthcare, Inc. reported the results of its Annual General and Special Meeting. Shareholders approved a second amendment to the 2024 Long Term Incentive Plan, increasing the maximum number of common shares reserved for issuance under current and prior equity plans to 7,696,717, including up to 1,000,000 incentive stock options. All seven director nominees were elected, each receiving at least 79.76% support, with broker non-votes of 5,139,303 on the election item. Shareholders also approved the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026. The equity plan amendment and executive compensation received strong backing, with 88.85% and 93.21% of votes cast in favor, respectively, on the compensation-related resolutions.

Positive

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Negative

  • None.

Insights

Routine meeting results with solid support for board, pay, and equity plan.

Viemed Healthcare received broad shareholder backing across all proposals. Directors were re-elected with support ranging from 79.76% to 97.67%, indicating general confidence in the board’s composition and oversight.

The second amendment to the 2024 Long Term Incentive Plan raises the overall equity pool to 7,696,717 common shares, including up to 1,000,000 incentive stock options. This provides additional flexibility for share-based compensation without any quantified impact on total shares outstanding in this excerpt.

Say-on-pay support of 93.21% and strong approval of Ernst & Young LLP as auditor for the year ending December 31, 2026 point to stable governance and compensation practices. Subsequent disclosures in future company filings may further detail actual equity grants made under the expanded plan.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total equity plan reserve 7,696,717 common shares Maximum shares reserved under 2024 LTIP and prior plans
Incentive stock option cap 1,000,000 common shares Maximum issuable as incentive stock options under 2024 LTIP
Auditor appointment support 26,860,081 votes for (97.59%) Ernst & Young LLP for year ending December 31, 2026
LTIP amendment support 19,888,046 votes for (88.85%) Resolution approving Second Amendment to 2024 LTIP
Say-on-pay support 20,863,084 votes for (93.21%) Advisory vote on executive compensation
Lowest director support 79.76% votes for Election of director Sabrina Heltz
Broker non-votes on directors 5,139,303 Election of directors item
2024 Long Term Incentive Plan financial
"approved a second amendment (the “Second Amendment”) to the Company’s 2024 Long Term Incentive Plan"
incentive stock options financial
"including a maximum of 1,000,000 common shares that may be issued as incentive stock options"
Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.
broker non-votes regulatory
"Broker non-votes for the election of directors totaled 5,139,303"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent auditors regulatory
"Shareholders approved the appointment of Ernst & Young LLP as the Company’s independent auditors"
Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.
say-on-pay regulatory
"approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers (the “say-on-pay” vote)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
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Understanding 8-K Material Events →
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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 4, 2026
 

Viemed Healthcare, Inc.
(Exact name of registrant as specified in its charter)
  
British Columbia, Canada
001-38973N/A
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
625 E. Kaliste Saloom Rd.
Lafayette, Louisiana
70508
(Address of principal executive offices)(Zip Code)
(337) 504-3802
(Registrant’s telephone number, including area code) 


(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 classTrading Symbol(s)Name of each exchange on which registered
Common shares, no par value
VMD
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 (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. ☐



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:

NameVotes For% ForVotes Withheld% Withheld
Casey Hoyt21,367,69795.46%1,015,8594.54%
W. Todd Zehnder21,230,69194.85%1,152,8655.15%
William Frazier20,879,34393.28%1,504,2136.72%
Randy Dobbs21,861,66297.67%521,8942.33%
Nitin Kaushal21,189,19194.66%1,194,3655.34%
Timothy Smokoff21,163,91394.55%1,219,6435.45%
Sabrina Heltz17,853,29379.76%4,530,26320.24%

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% ForVotes Withheld% WithheldBroker Non-Votes
26,860,08197.59%662,7782.41%—

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
19,888,04688.85%2,267,64010.13%227,8675,139,306




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
20,863,08493.21%1,388,4616.20%132,0065,139,308





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
104Cover 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.
Date: June 4, 2026
 
VIEMED HEALTHCARE, INC.
By:
/s/ Trae Fitzgerald
Trae Fitzgerald
Chief Financial Officer
































Source: View Original Filing on SEC EDGAR

FAQ

What equity plan change did Viemed Healthcare (VMD) shareholders approve?

Shareholders approved a second amendment to Viemed Healthcare’s 2024 Long Term Incentive Plan, increasing the total shares reserved under current and prior equity plans to 7,696,717. This includes a maximum of 1,000,000 common shares that may be issued as incentive stock options for employees.

How did Viemed Healthcare (VMD) shareholders vote on the 2024 LTIP amendment?

The amendment to Viemed Healthcare’s 2024 Long Term Incentive Plan received 19,888,046 votes for, or 88.85% support. Votes against totaled 2,267,640, with 227,867 abstentions and 5,139,306 broker non-votes recorded on this compensation-related resolution at the meeting.

Were all Viemed Healthcare (VMD) director nominees elected at the 2026 meeting?

All seven Viemed Healthcare director nominees were elected to serve until the next annual meeting or until successors are chosen. Support ranged from 79.76% for Sabrina Heltz to 97.67% for Randy Dobbs, with 5,139,303 broker non-votes recorded for the director elections.

What were the results of Viemed Healthcare’s (VMD) say-on-pay vote?

Viemed Healthcare’s shareholders approved, on a non-binding basis, the compensation of named executive officers. The say-on-pay resolution received 20,863,084 votes for, or 93.21% support, with 1,388,461 votes against, 132,006 abstentions, and 5,139,308 broker non-votes at the meeting.

Which auditor did Viemed Healthcare (VMD) shareholders appoint for 2026?

Shareholders approved Ernst & Young LLP as Viemed Healthcare’s independent auditors for the fiscal year ending December 31, 2026. The appointment received 26,860,081 votes for, or 97.59% support, with 662,778 votes withheld and no broker non-votes reported on this auditor proposal.

How many shares can Viemed Healthcare (VMD) issue as incentive stock options under the amended plan?

Under the approved second amendment to the 2024 Long Term Incentive Plan, Viemed Healthcare may issue a maximum of 1,000,000 common shares as incentive stock options. These shares are part of the broader 7,696,717 common shares reserved for issuance under current and prior equity compensation plans.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

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