Heartbeam Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.07 Submission of Matters to a Vote of Security Holders
On July 11, 2025, HeartBeam, Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”) virtually, via live webcast.
As of the close of business on May 12, 2025, the record date for the Annual Meeting (the “Record Date”), 33,809,707 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 18,702,366 votes, comprised of shares of the Company’s Common Stock, equivalent to approximately 55.32% 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 nine nominees for director were elected to serve a one-year term as follows:
| Director | Votes For | Votes Against | Abstain | Broker Non-Vote | ||||||||
| Richard Ferrari | 6,796,276 | 237,566 | 88,764 | 11,579,760 | ||||||||
| Branislav Vajdic, PhD | 6,971,395 | 64,960 | 86,251 | 11,579,760 | ||||||||
| George A. de Urioste | 6,748,429 | 165,710 | 208,467 | 11,579,760 | ||||||||
| Marga Ortigas-Wedekind | 5,153,730 | 1,878,916 | 89,960 | 11,579,760 | ||||||||
| Willem Elfrink | 6,867,987 | 162,120 | 92,499 | 11,579,760 | ||||||||
| Mark Strome | 5,499,488 | 1,531,719 | 91,399 | 11,579,760 | ||||||||
| Kenneth Nelson | 6,996,326 | 36,889 | 89,391 | 11,579,760 | ||||||||
| Michael Jaff | 6,992,884 | 37,023 | 92,699 | 11,579,760 | ||||||||
| Robert Eno | 6,995,306 | 41,109 | 86,191 | 11,579,760 |
2. The proposal to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, was approved as follows:
| Votes For | Votes Against | Broker Non-Votes | Votes Abstained | |||||||
| 18,388,997 | 55,859 | 0 | 257,510 |
3. The proposal to amend the 2022 Equity Incentive Plan to increase the number of authorized shares from 8,900,000 shares to 11,900,000 shares:
| Votes For | Votes Against | Broker Non-Votes | Votes Abstained | |||||||
| 4,375,827 | 2,717,474 | 11,579,760 | 29,305 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Third 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: July 16, 2025 | /s/ Timothy Cruickshank | |
| Name: | Timothy Cruickshank | |
| Title: | Chief Financial Officer | |
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