SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
On June 12, 2024, HeartBeam, Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”) virtually, via live webcast.
As of the close of business on April 15, 2024, the record date for the Annual Meeting (the “Record Date”), 26,329,032 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”) were outstanding and entitled to vote. At the Annual Meeting, a total of 15,510,613 votes, comprised of shares of the Company’s Common Stock, equivalent to approximately 58.91% of the outstanding votes, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.
1. The eight nominees for director were elected to serve a one-year term as follows:
| Director | Votes For | Votes Against | Abstain | Broker Non-Vote | ||||||||||||
| Richard Ferrari | 7,320,527 | 1,208,286 | 39,325 | 6,942,475 | ||||||||||||
| Branislav Vajdic, PhD | 8,521,425 | 35,607 | 11,106 | 6,942,475 | ||||||||||||
| George A. de Urioste | 7,202,993 | 1,241,931 | 123,214 | 6,942,475 | ||||||||||||
| Marga Ortigas-Wedekind | 8,118,897 | 409,905 | 39,336 | 6,942,475 | ||||||||||||
| Willem Elfrink | 7,700,810 | 821,010 | 46,318 | 6,942,475 | ||||||||||||
| Mark Strome | 7,768,881 | 781,158 | 18,099 | 6,942,475 | ||||||||||||
| Kenneth Nelson | 8,281,294 | 268,806 | 18,038 | 6,942,475 | ||||||||||||
| Michael Jaff | 8,517,942 | 3,868 | 46,328 | 6,942,475 | ||||||||||||
2. The proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved as follows:
| Votes For | Votes Against | Broker Non-Votes | Votes Abstained | ||||
| 15,480,741 | 5,967 | 0 | 23,905 |
3. The proposal to amend the 2022 Equity Incentive Plan to increase the number of authorized shares from 5,900,000 shares to 8,900,000 shares:
| Votes For | Votes Against | Broker Non-Votes | Votes Abstained | ||||
| 6,690,616 | 1,853,898 | 6,942,475 | 23,624 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Second Amendment to the HeartBeam, Inc. 2022 Equity Incentive Plan | |
| 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.
| HeartBeam, Inc. | ||
| Date: June 17, 2024 | /s/ Branislav Vajdic | |
| Name: | Branislav Vajdic | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
APPENDIX A
SECOND AMENDMENT TO THE
HEARTBEAM, INC.
2022 EQUITY INCENTIVE PLAN
Effective as of June 12, 2024, HeartBeam, Inc., a Delaware corporation (the “Company”), established, and the shareholders approved, the Company’s 2022 Equity Incentive Plan (the “2022 Equity Plan”). By adoption of this instrument, the Company now desires to amend (the “Second Amendment”) the First Amendment to the 2022 Equity Plan to increase the maximum number of shares available for issuance under the 2022 Plan by 3,000,000 from 5,900,000 to 8,900,000 shares.
1. This Amendment shall be effective as of the date it is approved by the Company’s shareholders at the Company’s 2024 Annual Meeting and shall be void in the absence of such approval.
2. Section 3(a)(i) of the 2022 Equity Plan (Shares Subject to the Plan) is hereby amended and restated in its entirety to read as follows:
a.“Allocation of Shares to Plan. The maximum aggregate number of Shares that may be issued under the Plan is:
(i) 8,900,000 Shares, plus up to 1,035,504 shares of Common Stock that may become available for issuance as a result of recycling of awards under the 2015 Equity Incentive Plan”
3. This Second Amendment shall only amend the provisions of the 2022 Equity Plan referred to above, and those provisions not amended hereby shall be considered in full force and effect, unless the context indicates otherwise.
IN WITNESS WHEREOF, the Company has caused this Second Amendment to be signed by Branislav Vajdic, a duly authorized officer of the Company, on June 12, 2024.
| Dated: June 12, 2024 | /s/ Branislav Vajdic |
| Branislav Vajdic | |
| Director and Chief Executive Officer |