Semler Scientific Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): October 4, 2024

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SEMLER SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (877) 774-4211

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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 (see General Instruction A.2. below):

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Securities registered pursuant to Section 12(b) of the Act:

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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. ☐

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On October 4, 2024, at the annual meeting of stockholders, or the Annual Meeting, of Semler Scientific, Inc., or Semler Sci, Semler Sci’s stockholders approved the implementation of the Semler Scientific, Inc. 2024 Stock Option and Incentive Plan, or the 2024 Plan, as the successor to its 2014 Stock Incentive Plan, or the 2014 Plan, in connection with its expiration in July 2024. The 2024 Plan had previously been approved by Semler Sci’s board of directors subject to stockholder approval, and became effective immediately upon stockholder approval at the Annual Meeting.

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The terms of the 2024 Plan provide for the award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, and dividend equivalent rights.

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A detailed summary of the material terms and features of the 2024 Plan is set forth in Semler Sci’s definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on August 23, 2024, or the Proxy Statement. Those summaries and the foregoing descriptions are qualified in their entirety by reference to the full text of the 2024 Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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

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At the Annual Meeting, Semler Sci’s stockholders voted on four proposals, each of which is described in more detail in the Proxy Statement. The following is a brief description of each matter voted upon and the certified results, including (for nominees for director) the number of votes cast for, withheld and broker non-votes, and for the other matters, the number of votes cast for and against, and the number or abstentions and broker non-votes.

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Proposal 1. Stockholders elected each of the following nominees to serve as a Class III Director on Semler Sci’s board of directors until Semler Sci’s 2027 Annual Meeting of Stockholders or until his respective successor has been duly elected and qualified, or until his earlier resignation, death or removal. The voting results for the nominees were as follows:

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Proposal 2. Stockholders approved, on a non-binding advisory basis, the compensation of Semler Sci’s named executive officers. The voting results were as follows:

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Proposal 3. Stockholders approved the 2024 Plan. The voting results were as follows:

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Proposal 4. Stockholders ratified the selection of BDO USA, P.C. as Semler Sci’s independent registered public accounting firm for the year ending December 31, 2024. The voting results were as follows:

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Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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