Healthcare Triangle Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 28, 2025, at the virtual annual meeting of shareholders (the “Annual Meeting”), the shareholders of Healthcare Triangle, Inc. (the “Company”): (i) elected four (4) directors to serve a one (1) year term; (ii) approved a proposal to amend the 2020 stock incentive plan to provide for automatic increases in the number of shares subject to the plan; and (iii) ratified the appointment M&K CPAS, PLLC as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
The proposals presented at the Annual Meeting are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A (“Proxy Statement”) that was filed with the Securities and Exchange Commission on March 7, 2025. Holders of 10,439,946 shares of the Company’s common stock, or approximately 73.02% of the 14,295,820 shares of common stock that were issued and outstanding and entitled to vote, were present virtually or represented by proxy at the Annual Meeting. The shares entitled to vote include the common stock of the Company and the Company’s Series A Super Voting Preferred Stock.
The following are the final voting results on the proposals presented to the Company’s shareholders at the Annual Meeting.
Proposal No. 1: Election of Directors
The Company’s shareholders elected all of the director nominees nominated by the Board to serve for a one-year term, until the 2025 annual meeting of shareholders and until their successors are duly elected and qualified. The table below sets forth the voting results for Proposal 1:
| Director | Term Expires | For | Withheld | Broker Non-Votes | ||||||||||||
| Shibu Kizhakevilayil | 2025 | 8,768,306 | 4,771 | 1,666,869 | ||||||||||||
| Dave Rosa | 2025 | 8,745,780 | 27,297 | 1,666,869 | ||||||||||||
| Jainal Bhuiyan | 2025 | 8,762,072 | 11,005 | 1,666,869 | ||||||||||||
| Ron McClurg | 2025 | 8,769,319 | 3,728 | 1,666,869 | ||||||||||||
Proposal No. 2: Proposal to Amend the 2020 Stock Incentive Plan to Provide for Automatic Increases in the Number of Shares Subject to the Plan
The Company’s shareholders approved the resolution to amend (the “Plan Amendment”) the Healthcare Triangle, Inc. 2020 Stock Incentive Plan (“Plan”) to provide for the automatic increase in the number of shares under the Plan on the first day of each fiscal year beginning with the 2025 fiscal year, in an amount equal to the greater of (a) 4,000,000 shares, (b) a number of shares equal to twenty percent (20%) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (c) such number of shares determined by the Administrator of the Plan no later than the last day of the immediately preceding fiscal year. The Plan Amendment will terminate with the termination of the Plan on December 31, 2030. The table below sets forth the voting results for Proposal 2:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 8,729,639 | 41,802 | 1,636 | 1,666,869 | |||||||||||
Proposal No. 3: Ratification of the Auditors
The Company’s shareholders approved the resolution to approve M&K CPAS, PLLC as the Company’s independent public accounting firm for fiscal 2024. The table below sets forth the voting results for Proposal 3:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 10,429,947 | 9,686 | 313 | 0 | |||||||||||
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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.
| Healthcare Triangle, Inc. | ||
| Dated: April 2, 2025 | By: | /s/ Thyagarajan Ramachandran |
| Thyagarajan Ramachandran | ||
| Chief Financial Officer | ||
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