UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
On April 26, 2024, Glucotrack, Inc., a Delaware corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following five proposals:
Proposal 1 – 2024 Equity Incentive Plan
The Company’s 2024 Equity Incentive Plan was approved. The final results of the voting were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 9,989,257 | 885,365 | 5,163,149 | 1,932,226 | |||||||||
Proposal 2 – Election of Directors
Dr. Robert Fischell, Luis Malave, Andrew Sycoff, Shimon Rapps, Allen Danzig, and Erin Carter were each elected to serve on the Board of Directors (the “Board”) for a one-year term that expires at the 2025 Annual Meeting of Stockholders, or until their earlier death, resignation or removal and their successors are elected and qualified. The final results of the voting were as follows:
| Director | Votes For | Votes Against | Abstentions | Broker Non-Vote | ||||||||||||
| Dr. Robert Fischell | 10,793,666 | 134,682 | 5,109,423 | 1,932,226 | ||||||||||||
| Luis Malave | 10,793,666 | 122,745 | 5,121,360 | 1,932,226 | ||||||||||||
| Andrew Sycoff | 10,805,663 | 5,231,471 | 637 | 1,932,226 | ||||||||||||
| Shimon Rapps | 10,786,853 | 5,231,531 | 19,387 | 1,932,226 | ||||||||||||
| Allen Danzig | 10,793,726 | 122,685 | 5,121,360 | 1,932,226 | ||||||||||||
| Erin Carter | 10,793,806 | 122,745 | 5,121,220 | 1,932,226 | ||||||||||||
Proposal 3 – Reverse Stock Split
The Company’s stockholders approved of an amendment to Article IV of the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s common stock, par value $0.001 per share at a ratio of between one-for-five and one-for-thirty, with such ratio to be determined at the sole discretion of the Board (the “Reverse Stock Split”) and with such Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion. The final results of the voting were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 17,094,412 | 779,366 | 96,219 | – | |||||||||
Proposal 4 – Ratification of Independent Registered Public Accountant
The Company’s stockholders ratified the previous appointment by the Audit Committee of the Board of Fahn Kanne & Co. as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023. The final results of the voting were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 17,831,735 | 114,935 | 23,327 | – | |||||||||
Proposal 5 – Frequency of Non-Binding Advisory Votes on Executive Compensation
The Company’s stockholders indicated, on an advisory basis, the preferred frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers as follows:
Every One (1) Year | Every Two (2) Years | Every Three (3) Years | Abstentions | |||||||||
| 2,213,593 | 531,688 | 8,138,410 | 5,154,080 | |||||||||
In light of the foregoing, the Company currently intends to hold an advisory vote on the compensation of its named executive officers every three (3) years until the next required advisory vote on the frequency of holding the advisory vote on named executive officer compensation.
ITEM 9.01 Exhibit
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Date: May 2, 2024 | ||
| GLUCOTRACK, INC. | ||
| By: | /s/ Paul Goode | |
| Name: | Paul Goode | |
| Title: | Chief Executive Officer | |