UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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. |
On June 13, 2024, iCAD, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the adoption of the Company’s 2024 Omnibus Equity Incentive Plan (the “Plan”).
A description of the material terms of the Plan is set forth under the heading “Proposal II —To Approve the Company’s 2024 Omnibus Equity Incentive Plan” in the proxy statement filed with the Securities and Exchange Commission on April 29, 2024, which description is hereby incorporated into this Item 5.02 by reference. A copy of the Plan is attached hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The total number of shares entitled to vote at the Meeting was 26,367,775 and there were present at the Meeting, in person or by proxy, 19,223,699 shares, which constituted a quorum for the Meeting.
At the Meeting, the stockholders voted:
(1) to elect Dana Brown, Dr. Rakesh Patel, Andy Sassine, Dr. Susan Wood, Dr. Hedvig Hricak, and Michael Doyle to the board of directors of the Company until the next annual meeting of stockholders;
(2) to approve the Company’s 2024 Omnibus Equity Incentive Plan;
(3) to approve, by non-binding advisory vote, the resolution approving named executive officer compensation;
(4) To approve, by non-binding advisory vote, the preferred frequency of future non-binding advisory votes on resolutions approving future named executive officer compensation; and
(5) to ratify the selection of BDO USA, LLP as the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2024.
The final results of the stockholder votes at the Meeting are set forth below:
Proposal 1: Approve the Election of the Following Individuals as Directors of the Company:
| NOMINEES | FOR | WITHHELD | BROKER NON-VOTES |
| (1) Dana Brown | 9,389,401 | 312,849 | 9,521,449 |
| (2) Dr. Rakesh Patel | 8,814,877 | 887,373 | 9,521,449 |
| (3) Andy Sassine | 9,347,762 | 354,488 | 9,521,449 |
| (4) Dr. Susan Wood | 9,377,757 | 324,493 | 9,521,449 |
| (5)Dr. Hedvig Hricak | 9,548,164 | 154,086 | 9,521,449 |
| (6)Michael Doyle | 9,390,889 | 311,361 | 9,521,449 |
Proposal 2: Approve the Plan:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 8,951,383 | 685,217 | 65,650 | 9,521,449 |
Proposal 3: Approve, by Non-Binding Advisory Vote, the Resolution to Approve Named Executive Officer Compensation:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 9,085,003 | 532,716 | 84,531 | 9,521,449 |
Proposal 4: Approve, by Non-Binding Advisory Vote, the Preferred Frequency of Future Non-Binding Advisory Votes on Resolutions Approving Future Named Executive Officer Compensation:
| ONE YEAR | TWO YEARS | THREE YEARS | ABSTAIN | BROKER NON-VOTES |
| 9,188,765 | 181,413 | 121,135 | 210,937 | 9,521,449 |
In accordance with the voting results on this proposal which sets forth the preference of a majority of the Company’s stockholders, the board of directors has determined that the Company shall hold an advisory vote on executive compensation every year until the next say-on-frequency vote.
Proposal 5: Ratify the Appointment of BDO USA, LLP as the Company’s Independent Registered Public Accounting Firm:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 18,277,427 | 840,844 | 105,428 | N/A |
| Item 9.01 | Financial Statements and exhibit |
(d) Exhibits
| 10.1 | iCAD, Inc. 2024 Omnibus Equity Incentive Plan |
| 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 thereunto duly authorized.
| iCAD, INC. | |||
| By: |
/s/ Dana Brown | ||
|
Dana Brown Chief Executive Officer and President | |||
Date: June 14, 2024