Marpai, Inc 8-K, filed May 6, 2024
Marpai, Inc. (MRAI)
About this 8-K
Marpai, Inc filed this 8-K on May 6, 2024.
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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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 the 2024 Global Stock Incentive Plan
On May 6, 2024, Marpai, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, the Company’s stockholders approved the Company's 2024 Global Stock Incentive Plan (the “Plan”). The Plan 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 March 13, 2024.
A detailed summary of the Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the 2024 Annual Meeting filed with the Securities and Exchange Commission on April 17, 2024 (the “Proxy Statement”) under the caption “Proposal 2: Summary of the 2024 Plan,” which summary is incorporated herein by reference.
That detailed summary of the Plan is qualified in its entirety by reference to the full text of the Plan, 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 2024 Annual Meeting held on May 6, 2024, 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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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Damien Lamendola |
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4,800,449 |
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6,934 |
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388 |
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1,636,021 |
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Yaron Eitan |
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4,792,963 |
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14,428 |
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380 |
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1,636,021 |
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Mike Dendy |
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4,755,440 |
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6,944 |
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45,380 |
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1,636,028 |
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Sagiv Shiv |
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4,802,131 |
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5,253 |
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387 |
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1,636,021 |
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Mohsen Moazami |
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4,459,816 |
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347,575 |
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380 |
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1,636,021 |
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Colleen DiClaudio |
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4,697,509 |
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109,882 |
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380 |
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1,636,021 |
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Jennifer Calabrese |
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4,802,142 |
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5,249 |
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380 |
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1,636,021 |
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Robert Pons |
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4,800,888 |
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6,600 |
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276 |
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1,636,028 |
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Proposal No. 2 — Approval of the Plan.
For |
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Against |
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Abstain |
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Broker Non-Votes |
4,604,962 |
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200,399 |
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2,410 |
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1,636,021 |
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, 2024.
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Against |
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Abstain |
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Broker Non-Votes |
6,357,314 |
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86,015 |
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463 |
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N/A |
Proposal No. 4 — Approval of an amendment to the Company’s Certificate of Incorporation to include 2,000,000 shares of preferred stock, which shares shall be “blank-check preferred stock” in one or more series as solely determined by the Board, and to have the voting powers, preferences
and relative participation, optional and special rights and qualifications, limitations and restrictions thereof as solely determined by the Board.
For |
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Against |
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Abstain |
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Broker Non-Votes |
4,569,405 |
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235,114 |
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3,252 |
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1,636,021 |
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 6, 2024 |
By: |
/s/ Damien Lamendola |
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Name: Damien Lamendola |