Form 8-K Counterpath Corp

Current report, items 5.02, 5.07, 7.01, and 9.01

Published: 2019-09-20 08:46:20
Submitted: 2019-09-20
Period Ending In: 2019-09-19
form8k.htm FORM 8-K


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Counterpath Corporation: Form 8-K - Filed by newsfilecorp.com


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) September 19, 2019

COUNTERPATH CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

001-35592

(Commission File Number)

20-0004161

(IRS Employer Identification No.)

Suite 300, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia, Canada V7X 1M3

(Address of principal executive offices and Zip Code)

(604) 320-3344

Registrant's telephone number, including area code 

N/A

(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:

[   ] 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(s)

Name of each exchange on which registered

Common Stock, par value $0.001

CPAH

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 (§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. [   ]

2



Item 5.02

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

On September 19, 2019, our board of directors made the following management title changes:

  • David Karp, President and Chief Executive Officer (previously Interim Chief Executive Officer and Chief Financial Officer);
  • Todd Carothers, Chief Revenue Officer (previously Executive Vice President of Sales, Marketing and Product); and
  • Karen Luk, Vice President of Finance (previously Controller).

Karen Luk

Ms. Luk, age 37, brings more than ten years of accounting and finance experience working with publicly traded companies within Canada and the United States. Ms. Luk was our Controller since May 2018. From January 2014 to May 2016, she was the Senior Manager, SEC Reporting of Pattern Energy Group Inc., a San Francisco based publicly traded renewable energy company, with the exception of September 2014 to January 2015 where she was the Manager, SEC Reporting at Portola Pharmaceuticals, Inc., a San Francisco based publicly traded biotechnology company.  From November 2011 to December 2013, Ms. Luk was the Manager, SEC Reporting at Onyx Pharmaceuticals Inc., (acquired by Amgen Inc. in 2013), a San Francisco based publicly traded biopharmaceutical company. Prior to this, she spent four years with Manning Elliott LLP, Chartered Accountants in Vancouver.

Ms. Luk is a Canadian designated Chartered Professional Accountant and is also a Certified Public Accountant licensed in the State of California. She holds a Bachelor of Business Administration degree in Accounting and Finance obtained from Simon Fraser University in British Columbia.

Term of Office

Our executive officers are appointed by our board of directors and hold office until their death, resignation or removal from office. There was no arrangement or understanding between Ms. Luk and any other person(s) pursuant to which Ms. Luk was appointed as Vice President of Finance.

Family Relationships

There are no family relationships between Ms. Luk and any other director or executive officer of our company.

Certain Related Transactions and Relationships

We have not been party to any transaction with Ms. Luk since May 1, 2017, or any currently proposed transaction with Ms. Luk in which we were or will be a participant and where the amount involved exceeds the lesser of US$120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which Ms. Luk had or will have a direct or indirect material interest.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On September 19, 2019, we held our annual meeting of stockholders.  The final voting results for each of the proposals submitted to a vote of the stockholders are set forth below.

3


Election of Directors

At the meeting, the stockholders voted on the election of the directors with the following votes:

 

For

Against

Withheld

Broker
Non-Votes

Steven Bruk

3,076,570

151,985

854

1,170,444

 

 

 

 

 

Chris Cooper

3,027,830

200,736

843

1,170,444

 

 

 

 

 

Bruce Joyce

3,029,349

199,837

223

1,170,444

 

 

 

 

 

Owen Matthews

3,029,349

198,387

1,673

1,170,444

 

 

 

 

 

Terence Matthews

3,069,015

160,171

223

1,170,444

 

 

 

 

 

Larry Timlick

3,038,376

190,810

223

1,170,444

As a result, each of Steven Bruk, Chris Cooper, Bruce Joyce, Owen Matthews, Terence Matthews and Larry Timlick was elected as a director of our company until the next annual meeting of stockholders in 2020 and until such director's successor is elected and has been qualified, or until such director's earlier death, resignation or removal.

Appointment of BDO Canada LLP, Chartered Professional Accountants

At the meeting, the stockholders ratified the selection of BDO Canada LLP, Chartered Professional Accountants, as our company's auditors for the ensuing year and authorized our board of directors to fix their remuneration with the following votes:

For

Against

Abstain

Broker
Non-Votes

4,021,460

39,904

338,488

1

Increase in the number of shares of common stock issuable under Deferred Share Unit Plan

At the meeting, the disinterested stockholders approved, ratified and confirmed the increase in the number of shares of common stock issuable under our company's Deferred Share Unit Plan by 200,000 shares with the following votes:

For

Against

Abstain

Broker
Non-Votes

3,582,725*

564,340

177,995

1

*Excludes 74,792 shares of common stock beneficially owned by directors, officers and nominees entitled to receive a benefit under the Deferred Share Unit Plan.

4


Non-binding resolution to approve the compensation of our executive officers

At the meeting, the stockholders approved, on a non-binding advisory basis, the compensation of our executive officers as disclosed in the proxy statement for the meeting with the following votes:

For

Against

Abstain

Broker
Non-Votes

3,012,342

64,030

153,037

1,170,444

Non-binding resolution to determine the frequency of an advisory vote on executive compensation

At the meeting, the stockholders approved, on a non-binding advisory basis, to hold an advisory vote on the compensation of our executive officers every three years with the following votes:

1 Year

2 Years

3 Years

Abstain

Broker
Non-Votes

81,724

9,398

2,987,168

151,119

1,170,444

The stockholders' selection of every three years is consistent with management's recommendation with respect to the frequency of such advisory vote. Based on the results of this vote, our company will include a stockholder vote on executive compensation in our proxy materials every three years until the next required vote on the frequency of such a vote is required.

Item 7.01

Regulation FD Disclosure.

A news release dated September 20, 2109 is furnished herewith.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this current report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

99.1

News release dated September 20, 2019


5


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.

COUNTERPATH CORPORATION
   
By: /s/ David Karp                                             
  David Karp
  President and Chief Executive Officer

Dated:  September 20, 2019

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exhibit99-1.htm EXHIBIT 99.1


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Counterpath Corporation: Exhibit 99.1 - Filed by newsfilecorp.com


CounterPath Announces Voting Results for Election of Directors and Appointment of Chief Executive Officer

VANCOUVER, BC, Canada - September 20, 2019 - CounterPath Corporation (NASDAQ: CPAH) (TSX: PATH) (the "Company" or "CounterPath"), a global provider of award-winning, over-the-top (OTT) Unified Communications (UC) solutions for enterprises and service providers, announced that, at its annual meeting held September 19, 2019 (the "Meeting"), all of the nominees for election as directors of CounterPath referred to in its definitive proxy statement dated August 15, 2019 for the Meeting were elected.

A total of 4,399,853 common shares representing 73.89% of the outstanding common shares were present in person or by proxy at the Meeting. The result of the votes held, either in person or by proxy, were as follows:

Resolution

Vote Type

Total Votes

% Voted

Steven Bruk

For

3,076,570

95.27%

 

Against

151,985

4.70%

 

Withheld

854

0.03%

Chris Cooper

For

3,027,830

93.76%

 

Against

200,736

6.21%

 

Withheld

843

0.03%

Bruce Joyce

For

3,029,349

93.80%

 

Against

199,837

6.19%

 

Withheld

223

0.01%

Owen Matthews

For

3,029,349

93.81%

 

Against

198,387

6.14%

 

Withheld

1,673

0.05%

Terence Matthews

For

3,069,015

95.03%

 

Against

160,171

4.96%

 

Withheld

223

0.01%

Larry Timlick

For

3,038,376

94.08%

 

Against

190,810

5.91%

 

Withheld

223

0.01%

The results of other matters considered at the Meeting are reported in the Report of Voting Results as filed on SEDAR (www.sedar.com) filed on September 20, 2019 and the Form 8-K as filed on EDGAR (http://sec.report/edgar.shtml), filed on September 20, 2019.

CounterPath also announced today that the Board of Directors has appointed David Karp as Chief Executive Officer.  Mr. Karp previously held the positions of Chief Financial Officer and Interim Chief Executive Officer.


Page 2

CounterPath Announces Voting Results for Election of Directors and Appointment of Chief Executive Officer

"The Board of Directors was unanimous in its decision to promote David to the position of CEO," said Terry Matthews, Chairman of the Board.  "He has demonstrated strong leadership skills and effective stewardship of the business over the last year. His strong operational skills and ability to bring people together, positions CounterPath for success."

"CounterPath is a leader in unified communications and I am proud to have the opportunity to drive the implementation of our strategy in this role," said David Karp.  "We have a significant opportunity for value creation as we continue to increase the level of communication services and recurring revenue licensing.  I look forward to working with our team as we focus on expanding our sales from both new customers and from our extensive existing base."

CounterPath also announced today that Todd Carothers became the Chief Revenue Officer. Mr. Carothers was formerly CounterPath's Executive Vice President of Sales, Marketing and Product.  Karen Luk became the Vice President of Finance. Ms. Luk was formerly CounterPath's Controller. Ms. Luk is a Canadian designated Chartered Professional Accountant and is also a Certified Public Accountant licensed in the State of California.

Forward-Looking Statements

This news release contains "forward-looking statements". Statements in this news release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, outlook, expectations or intentions regarding the future, including the statements that (1) David Karp's strong operational skills and ability to bring people together, positions CounterPath for success; (2) CounterPath has a significant opportunity for value creation as it continues to increase the level of communication services and recurring revenue licensing; and (3) Counterpath's focus on expanding CounterPath's sales from both new customers and from CounterPath's extensive existing base. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others: (1) the variability in the Company's sales from reporting period to reporting period due to extended sales cycles as a result of selling the Company's products through channel partners or the length of time of deployment of the Company's products by its customers; (2) the Company's ability to manage its operating expenses, which may adversely affect its financial condition and ability to continue to operate as a going concern; (3) the Company's ability to remain competitive as other better financed competitors develop and release competitive products; (4) a decline in the Company's stock price or insufficient investor interest in the Company's securities which may impact the Company's ability to raise additional financing as required or may cause the Company to be delisted from a stock exchange on which its common stock trades; (5) the impact of intellectual property litigation that could materially and adversely affect the Company's business; (6) the success by the Company of the sales of its current and new products; (7) the impact of technology changes on the Company's products and industry; (8) the failure to develop new and innovative products using the Company's technologies including the refresh of our Software-as-a Service (SaaS) solution; and (9) the potential dilution to shareholders or overhang on the Company's share price of its outstanding stock options.  Readers should also refer to the risk disclosures outlined in the Company's quarterly reports on Form 10-Q, the Company's annual reports on Form 10-K, and the Company's other disclosure documents filed from time-to-time with the Securities and Exchange Commission at http://sec.report and the Company's interim and annual filings and other disclosure documents filed from time-to-time on SEDAR at www.sedar.com.


Page 3

CounterPath Announces Voting Results for Election of Directors and Appointment of Chief Executive Officer

About CounterPath

CounterPath Unified Communications solutions are changing the face of telecommunications. An industry and user favorite, Bria® softphones for desktop, tablet and mobile devices, together with Stretto Platform™ server solutions, enable service providers, OEMs and enterprises large and small around the globe to offer a seamless and unified communications experience across any networks. The Bria and Stretto combination enables an improved user experience as an overlay to the most popular UC and IMS telephony and application servers on the market today. Standards-based, cost-effective and reliable, CounterPath's award-winning solutions deliver high-quality voice and video calling, messaging, and presence offerings to our customers such as AT&T, Avaya, Bell Canada, BT, Liberty Global, Ribbon Communications, Uber, and Vonex. Visit counterpath.com and follow @counterpath.

Visit www.CounterPath.com.

Contact:

Investor Relations

ir@counterpath.com


Additional Files
FileSequenceDescriptionTypeSize
0001062993-19-003709.txt   Complete submission text file   74746
$CPAH $PATH

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