Odysight.ai Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 2, 2025, the Company held its 2025 annual meeting of stockholders (“Annual Meeting”). As of October 9, 2025, the Record Date for the Annual Meeting, there were 16,355,243 shares of common stock outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 7,055,526, or 43.13%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of the Company’s common stock are entitled to one vote for each share held. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.
Proposal No. 1 — Election of Directors.
The stockholders elected Carlo Papa, Nir Nimrodi and Zeev Vurembrand as Class I directors, each with a term of office to expire at the third succeeding annual meeting of the stockholders after his election and his successor is duly elected and qualified. The votes were as follows:
| Director Name | For | Withheld | Broker Non-Votes | |||||||||
| Carlo Papa | 6,340,430 | 469,457 | 245,639 | |||||||||
| Nir Nimrodi | 6,340,430 | 469,457 | 245,639 | |||||||||
| Zeev Vurembrand | 6,333,430 | 476,457 | 245,639 | |||||||||
Proposal No. 2 — Advisory Vote on Executive Compensation.
The stockholders approved, on an advisory basis, the compensation paid to our named executive officers. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 6,298,345 | 511,516 | 26 | 245,639 | ||||||||||
Proposal No. 3 — Determine Frequency of Advisory Vote on Executive Compensation.
The stockholders approved, on an advisory basis, the frequency of future advisory votes on the compensation paid to our named executive officers. The votes were as follows:
| 1 Year | 2 Years | 3 Years | Abstain | ||||||||||
| 617,048 | 1,820 | 6,190,718 | 301 | ||||||||||
In light of the advisory vote of the Company’s stockholders to hold future advisory votes on the compensation paid to our named executive officers every three years, the Board of Directors of the Company has determined that it will hold future advisory votes on the compensation paid to our named executive officers every three years until the next stockholder advisory vote on the frequency of future advisory votes on the compensation paid to our named executive officers.
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Proposal No. 4 — Approval of an Amendment to the 2024 Share Incentive Plan to Increase the Reservation of Common Stock for Issuance Thereunder to 1,888,263 from 1,111,263 Shares.
The stockholders approved an amendment to the Company’s 2024 Share Incentive Plan to increase the reservation of common stock for issuance thereunder to 1,888,263 shares from 1,111,263 shares. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 6,274,486 | 535,401 | - | 245,639 | ||||||||||
Proposal No. 5 — Ratification of Appointment of Independent Registered Public Accounting Firm.
The stockholders ratified the appointment of Brightman Almagor Zohar & Co., a firm in the Deloitte global network, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes were as follows:
| For | Against | Abstain | |||||||
| 7,055,492 | 34 | - | |||||||
The information in this Current Report on Form 8-K is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Number | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| ODYSIGHT.AI INC. | ||
| Date: December 3, 2025 | By: | /s/ Einav Brenner |
| Name: | Einav Brenner | |
| Title: | Chief Financial Officer | |
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