Tactile Systems Technology Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission | (IRS Employer | ||
| incorporation) | File Number) | Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered |
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).
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
As further described below in Item 5.07 of this Current Report on Form 8-K, on May 6, 2026, at the Annual Meeting of Stockholders of Tactile Systems Technology, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to provide that directors may be removed in a manner consistent with Delaware law. On May 6, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation that sets forth the Amendment (the “Certificate of Amendment”).
A description of the Amendment is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2026 (the “Proxy Statement”) in the section entitled “Proposal 4 – Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Provide that Directors May Be Removed in a Manner Consistent with Delaware Law.” 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 filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the Amended and Restated Certificate of Incorporation, as amended by the Amendment, is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On May 6, 2026, the Company held its 2026 Annual Meeting of Stockholders and the Company’s stockholders voted on the following matters:
Election of Directors
The following nominees were elected to serve as directors for a term that will last until the Company’s 2027 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The number of votes cast for and withheld from each nominee and the number of broker non-votes with respect to each nominee were as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||
| William W. Burke | 15,377,180 | 434,882 | 3,011,527 | |||
| Valerie L. Asbury | 15,637,841 | 174,221 | 3,011,527 | |||
| Sheri L. Dodd | 15,564,050 | 248,012 | 3,011,527 | |||
| Raymond O. Huggenberger | 15,585,716 | 226,346 | 3,011,527 | |||
| Laura G. King | 15,753,768 | 58,294 | 3,011,527 | |||
| Andrea A. Pearson | 15,753,524 | 58,538 | 3,011,527 | |||
| D. Brent Shafer | 15,706,769 | 105,293 | 3,011,527 | |||
| Carmen B. Volkart | 15,749,989 | 62,073 | 3,011,527 | |||
| B. Vindell Washington | 15,477,784 | 334,278 | 3,011,527 |
Ratification of the Selection of Grant Thornton LLP as the Company’s Independent Auditor for 2026
The Company’s stockholders ratified the appointment by the Audit Committee of the Company’s Board of Directors of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by voting as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 18,499,882 | 126,747 | 196,960 | N/A |
Advisory Vote on Approval of the Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by voting as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 15,375,172 | 376,801 | 60,089 | 3,011,527 |
Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation
The Company’s stockholders approved the proposal to amend the Company’s Amended and Restated Certificate of Incorporation to provide that directors may be removed in a manner consistent with Delaware law by voting as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 14,870,767 | 934,687 | 6,608 | 3,011,527 |
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated May 6, 2026 | |
| 3.2 | Amended and Restated Certificate of Incorporation, conformed version reflecting all amendments through May 6, 2026 | |
| 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.
| TACTILE SYSTEMS TECHNOLOGY, INC. | ||
| Date: May 7, 2026 | By: | /s/ Elaine M. Birkemeyer |
| Elaine M. Birkemeyer | ||
| Chief Financial Officer | ||