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 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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