HeartSciences Inc. 8-K

What Happened HeartSciences Inc. (HSCS) filed an 8-K on May 6, 2026 reporting results of its Annual Meeting held April 30, 2026 (fiscal year ended April 30, 2025). A quorum was present with 1,973,863 shares represented (57% of 3,477,698 shares outstanding as of the March 6, 2026 record date). Shareholders voted on five proposals including the election of one director, amendments to equity and charter documents, auditor ratification, and an adjournment provision.

Key Details

• Director election: Andrew Simpson elected for a three-year term — For: 577,840; Withheld: 107,738; Broker non‑votes: 1,288,285.
• ESPP / equity plan amendment approved to reserve 1,250,000 shares plus a variable share amount (vote: For 359,995; Against 323,187; Abstain 2,395; Broker non‑votes 1,288,266).
• Charter amendment to authorize officer exculpation was NOT approved (For 542,609; Against 133,919; Abstain 9,050; Broker non‑votes 1,288,285).
• Auditor ratified: Haskell & White LLP approved as independent registered public accounting firm (For 1,872,912; Against 91,205; Abstain 9,745).
• Adjournment authority approved to solicit additional proxies if needed (For 1,784,662; Against 185,241; Abstain 3,958).
• Broker non‑votes totaled 1,288,285 (≈37% of outstanding shares), affecting vote totals on several proposals.

Why It Matters These voting outcomes finalize corporate governance and compensation-authority decisions that matter to investors. Confirmation of Andrew Simpson and ratification of the auditor maintain board and audit continuity. Approval of the ESPP/plan share increase expands shares available for employee purchase and awards (potential dilution), while failure to approve officer exculpation means no change to officer liability protections under the company’s certificate of formation. High broker non‑vote levels reduced the shares actively voting on several items, which affected the approval dynamics for proposals requiring a majority of outstanding shares.