Marpai, Inc 8-K, filed May 31, 2022
Marpai, Inc. (MRAI)
About this 8-K
Marpai, Inc filed this 8-K on May 31, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
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SECURITIES AND EXCHANGE COMMISSION
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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. |
Adoption of an amendment to the 2021 Global Stock Incentive Plan
On May 31, 2022, Marpai, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). At the 2022 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 6,300,000 from 1,503,421 to 7,803,421 (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 March 30, 2022.
A detailed summary of the Plan Amendment is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the 2022 Annual Meeting filed with the Securities and Exchange Commission on April 7, 2022 (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 2022 Annual Meeting held on May 31, 2022, 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 | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Edmundo Gonzalez | 12,386,479 | 44,259 | 878,632 | 1,114,678 | ||||||||||||
| Yaron Eitan | 12,387,459 | 43,279 | 878,632 | 1,114,678 | ||||||||||||
| Damien Francis Lamendola | 12,387,484 | 43,254 | 878,632 | 1,114,678 | ||||||||||||
| Gonen Antebi | 12,419,176 | 11,562 | 878,632 | 1,114,678 | ||||||||||||
| Mohsen Moazami | 12,370,088 | 10,650 | 928,632 | 1,114,678 | ||||||||||||
| Vincent Kane | 12,370,004 | 60,528 | 878,838 | 1,114,678 | ||||||||||||
| Coleen DiClaudio | 12,368,776 | 63,432 | 878,632 | 1,113,208 | ||||||||||||
Proposal No. 2 — Approval of the Plan Amendment.
| For | Against | Abstain | Broker Non-Votes | |||
| 11,986,416 | 1,317,942 | 6,482 | 1,113,208 |
Proposal No. 3 —Approval, by a nonbinding advisory vote, of the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||
| 12,324,225 | 980,540 | 6,075 | 1,113,208 |
Proposal No. 4 —Approval, by a nonbinding advisory vote, to vote on the compensation of the Company’s named executive officers every three years.
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| 4,308,045 | 1,083,102 | 7,845,546 | 72,677 | 1,114,678 |
Proposal No. 5 — 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, 2022.
| For | Against | Abstain | Broker Non-Votes | |||
| 14,403,721 | 14,580 | 5,747 | N/A |
The results reported above are final voting results.
In accordance with the stockholder voting results, in which every “Three Years” received the highest number of votes cast on the frequency proposal, and our Board’s recommendation in the Proxy Statement, our Board has determined that future stockholder advisory (non-binding) votes on the compensation of our named executive officers will occur every three years. Accordingly, the next stockholder advisory (non-binding) vote on executive compensation will be held at our 2025 annual meeting of stockholders.
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.
| MARPAI, INC. | ||
| Date: May 31, 2022 | By: | /s/ Edmundo Gonzalez |
| Name: | Edmundo Gonzalez | |
| Title: | Chief Executive Officer | |