Spectral AI Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Following the Annual Meeting (as defined below), the board of directors (the “Board”) of Spectral AI, Inc., a Delaware corporation (the “Company”) unanimously approved the expansion of the Board from six to seven members and appointed Erich Spangenberg to serve as a director on the Company’s Board. Mr. Spangenberg has been the longest-tenured Board member of the Company and, after declining to stand for reelection at the Annual Meeting, the Board was pleased that Mr. Spangenberg affirmatively responded to their request for his appointment to serve the Company as a director.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The 2024 Annual Meeting (the "Annual Meeting") of Shareholders of the Company was held on May 14, 2024. A total of 17,482,333 shares of the Company's Common Stock, par value $0.0001 per share (“Common Stock”), were eligible and entitled to vote at the Annual Meeting and a total of 9,289,312 shares of the Company's Common Stock were represented at the Annual Meeting (or 53.14% of the eligible shares). The matters voted on at the Annual Meeting were as follows:
| 1. | Proposal 1: Election of Directors: |
The following individuals, each of whom was nominated for election to the Board by the Company, were elected by the shareholders at the Annual Meeting for a term of one year expiring at the 2025 Annual Meeting of shareholders.
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Name |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| Richard Cotton | 4,379,965 | - | 295,459 | 4,613,888 | ||||
| Peter M. Carlson | 4,413,021 | - | 262,403 | 4,613,888 | ||||
| J. Michael DiMaio | 4,379,932 | - | 295,492 | 4,613,888 | ||||
| Martin Mellish | 4,571,221 | - | 104,203 | 4,613,888 | ||||
| Deepak Sadagopan | 4,578,011 | - | 97,413 | 4,613,888 | ||||
| Marion Snyder | 4,389,195 | - | 286,229 | 4,613,888 |
The nomination of each of the above listed directors was made by the Board of Directors of the Company. Mr. Cotton, Mr. Mellish and Mr. Sadagopan were each completing their initial term as members of the Board of Directors since the Company’s listing on Nasdaq as of September 12, 2023. Mr. Carlson, as the Company’s Chief Executive Officer, Dr. DiMaio, as a Board member since February 7, 2024 and Ms. Snyder were also nominated by the Board of Directors in connection with the 2024 Annual Meeting.
| 2. | Proposal 2: Ratification of the adoption of the Spectral AI, Inc. 2023 Long Term Incentive Plan: |
The shareholders voted at the Annual Meeting to ratify the adoption of the Company’s 2023 Long Term Incentive Plan (the “2023 Plan”). The options, restricted stock units and other securities issued pursuant to our 2018 Long Term Incentive Plan (the “2018 Plan”) and 2022 Long Term Incentive Plan (the “2022 Plan”) will be replaced with a corresponding security to be issued pursuant to the 2023 Plan. No new grants will be made under the 2022 Plan and the 2018 Plan and all outstanding grants under the 2018 Plan and 2022 Plan will be assumed by the 2023 Plan.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 4,410,233 | 200,529 | 64,662 | 4,613,888 |
| 3. | Proposal 3: (Advisory) Non-Binding ratification of the appointment of the Company’s independent registered public accounting firm: |
The shareholders voted at the Annual Meeting to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2024.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 9,118,326 | 46,845 | 124,141 | 0 |
| 4. | Proposal 4: Authorization of the reservation and issuance of shares of Common Stock of the Company pursuant to the Standby Equity Purchase Agreement, dated March 20, 2024: |
The shareholders voted at the Annual Meeting to authorize, for purposes of Nasdaq Marketplace Rule 5635, the reservation and issuance of 6,369,937 shares of Common Stock for sale to YA II PN, Ltd. pursuant to that certain Standby Equity Purchase Agreement, dated March 20, 2024 (the “Purchase Agreement”) at a purchase price per share as determined pursuant to the Purchase Agreement.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 4,488,372 | 150,199 | 36,853 | 4,613,888 |
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.
Dated: May 16, 2024
| SPECTRAL AI, INC. | ||
| By: | /s/ Peter M. Carlson | |
| Name: | Peter M. Carlson | |
| Title: | Chief Executive Officer | |