VSEE HEALTH, INC. 8-K

What Happened

• VSee Health, Inc. filed an 8-K (Jan 2, 2026) reporting the results of its annual stockholders meeting held December 30, 2025. As of the record date (Nov 20, 2025) there were 32,289,750 shares of common stock outstanding and 1,788 shares of Series A Preferred Stock (178,800 votes). Holders of 11,539,193 shares (35.74% of outstanding voting stock) were present in person or by proxy, constituting a quorum.
• Stockholders elected Dr. Milton Chen and Dr. Imoigele Aisiku as Class I directors (terms through the 2028 annual meeting), ratified WWC, P.C. as the independent registered public accounting firm for 2025, and approved the VSee Health Inc. 2025 Equity Incentive Plan. An adjournment proposal was voted on but withdrawn after the other proposals were approved.

Key Details

• Shares outstanding (record date Nov 20, 2025): 32,289,750 common; 1,788 Series A Preferred (178,800 votes).
• Meeting attendance: 11,539,193 votes present (35.74% of outstanding voting stock).
• Director election vote totals:
  • Dr. Milton Chen — For: 10,363,622; Against: 433,794; Abstain: 1,862; Broker non-votes: 739,915.
  • Dr. Imoigele Aisiku — For: 10,271,832; Against: 434,687; Abstain: 92,759; Broker non-votes: 739,915.
• Auditor ratification: WWC, P.C. ratified — For: 11,216,618; Against: 320,838; Abstain: 1,737.
• 2025 Equity Incentive Plan approved — For: 9,536,835; Against: 1,259,406; Abstain: 3,037; Broker non-votes: 739,915.

Why It Matters

• Board continuity: Election of two Class I directors determines board membership through 2028 and affects governance and oversight that investors monitor.
• Financial oversight: Ratifying the auditor (WWC, P.C.) maintains continuity in financial reporting and audit relationships for fiscal 2025.
• Capital structure and dilution: Approval of the 2025 Equity Incentive Plan authorizes future equity awards as described in the proxy, which can affect share count and existing ownership percentages when awards are granted.
• Proxy turnout: Only 35.74% of voting power was represented, a relevant governance datapoint for investors assessing shareholder engagement and vote outcomes.