Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)

June 12, 2019 (June 11, 2019)



(Exact name of registrant as specified in its charter)


Delaware 001-11993 05-0489664
(State or other jurisdiction of incorporation) (Commission File Number) (Employer Identification Number)


1600 Broadway, Suite 700, Denver, Colorado 80202

(Address of principal executive offices)


(720) 697-5200

(Registrant's 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:


¨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))


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. ¨


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, $0.0001 par value per share BIOS Nasdaq Global Market
Rights to Purchase Series D Junior Participating Preferred Stock Not applicable Nasdaq Global Market






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


On June 11, 2019, the Company held its annual meeting of stockholders at 1600 Broadway, Suite 700, Denver, Colorado 80202. As of the record date, there were a total of 128,758,438 shares of Common Stock outstanding, 21,630 shares of Series A Preferred Stock outstanding (representing 653,627 shares of Common Stock on an as-converted basis) and 614,177 shares of Series C Preferred Stock outstanding (representing 18,968,330 shares of Common Stock on an as-converted basis) entitled to vote at the annual meeting. At the annual meeting, 134,440,780 shares of Common Stock (inclusive of the Series A and Series C Preferred Stock on an as-converted basis) were represented in person or by proxy; therefore, a quorum was present.


  (a) Set forth below are the matters acted upon by the Company’s stockholders at the annual meeting and the final voting results on each such matter.


(1)The nominees for election to the Company’s Board of Directors were elected, each for a term expiring at the Company’s next annual meeting, based on the following votes:


Nominee  Votes For  Withheld  Broker Non-Votes
Daniel E. Greenleaf  77,741,034  17,153,511  39,546,235
Michael G. Bronfein  69,380,099  25,514,446  39,546,235
David W. Golding  77,254,685  17,639,860  39,546,235
Michael Goldstein  77,439,979  17,454,566  39,546,235
Steven Neumann  72,547,003  22,347,542  39,546,235
R. Carter Pate  69,555,436  25,339,109  39,546,235


(2)The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was approved based on the following votes:





131,221,245  2,853,043  366,492  0


(3)The proposal relating to the advisory vote on executive compensation was approved based on the following votes:





64,499,453  25,836,460  4,558,631  39,546,236






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 12, 2019 By: /s/ Kathryn M. Stalmack  
      Kathryn M. Stalmack  
      Senior Vice President, General Counsel and Secretary