Marpai, Inc 8-K, filed Jun 1, 2023
Marpai, Inc. (MRAI)
About this 8-K
Marpai, Inc filed this 8-K on June 1, 2023, reporting on events of May 31, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of an amendment to the 2021 Global Stock Incentive Plan
On May 31, 2022, Marpai, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). At the 2023 Annual Meeting, the Company’s stockholders approved an amendment to the Company's 2021 Global Stock Incentive Plan (the “Plan”) to increase the number of shares authorized for issuance under the Plan by 2,000,000 from 7,803,421 to 9,803,421 (the “Plan Amendment”). The Plan Amendment was previously approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”), upon the recommendation of the Board’s Compensation Committee, on April 10, 2023.
A detailed summary of the Plan Amendment is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the 2023 Annual Meeting filed with the Securities and Exchange Commission on April 12, 2023 (the “Proxy Statement”) under the caption “Proposal 2: Incentive Plan Proposal,” which summary is incorporated herein by reference.
That detailed summary of the Plan Amendment is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is attached as Annex A to the Company’s Proxy Statement, and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The final voting results of the 2023 Annual Meeting held on May 31, 2023, are set forth below. Stockholders voted on the following proposals:
Proposal No. 1 — Election of Directors
The stockholders elected the following individuals as directors of the Company to hold office until the next annual meeting of stockholders or until their successors shall have been duly elected and qualified.
Director Name |
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Against |
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Abstain |
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Broker Non-Votes |
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Edmundo Gonzalez |
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8,947,704
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36,189
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9,090
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5,032,174
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Yaron Eitan |
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8,717,924
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260,710
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14,349
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5,032,174
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Damien Francis Lamendola |
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8,945,242
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38,651
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9,090
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5,032,174
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Sagiv Shiv |
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8,964,493
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19,341
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9,149
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5,032,174
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Mohsen Moazami |
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8,427,816
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551,018
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14,149
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5,032,174
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Vincent Kane |
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8,430,266
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546,428
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16,289
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5,032,174
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Coleen DiClaudio |
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8,965,000
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11,694
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162,89
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5,032,174
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Proposal No. 2 — Approval of the Plan Amendment.
For |
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Against |
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Abstain |
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Broker Non-Votes |
8,587,499 |
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399,368 |
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6,116 |
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5,032,174 |
Proposal No. 3 — Ratification of the appointment by the Audit Committee of the Board of UHY LLP, as the Company’s independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023.
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Against |
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Abstain |
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Broker Non-Votes |
14,009,396 |
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6,814 |
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8,947 |
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N/A |
The results reported above are final voting results.
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.
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MARPAI, INC |
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Date: |
May 31, 2023 |
By: |
/s/ Edmundo Gonzalez |
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Name: Edmundo Gonzalez |