Spectral AI, Inc. 8-K

What Happened

• Spectral AI, Inc. (MDAI) filed an 8-K on June 1, 2026 reporting the results of its May 29, 2026 Annual Meeting of Stockholders. Five directors were re-elected to one-year terms expiring at the 2027 annual meeting. Stockholders also ratified Forvis Mazars LLP as the company’s independent registered public accounting firm for fiscal 2026 and approved the proposed reservation and issuance of shares to Hudson Bay Master Fund Ltd. under the Securities Purchase Agreement dated October 24, 2025.

Key Details

• Shares eligible to vote: 31,823,985; shares represented at meeting: 17,267,570 (54.30%).
• Director election votes (For / Abstain / Broker non-votes):
  • J. Michael DiMaio: 10,157,155 / 1,087,280 / 6,023,135
  • Richard Cotton: 10,020,873 / 1,223,562 / 6,023,135
  • Martin Mellish: 10,916,549 / 327,886 / 6,023,135
  • Deepak Sadagopan: 11,061,892 / 182,543 / 6,023,135
  • Marion Snyder: 10,916,357 / 328,078 / 6,023,135
• Auditor ratification (advisory): Forvis Mazars LLP ratified — Votes For: 16,980,334; Against: 15,679; Abstentions: 271,557.
• Hudson Bay proposal approved to permit reservation/issuance of common stock to Hudson Bay under Nasdaq Rule 5635(d): Votes For: 9,272,055; Against: 1,838,069; Abstentions: 134,311; Broker non-votes: 6,023,135.
• Company issued a press release on June 1, 2026 announcing the meeting results (Exhibit 99.1).

Why It Matters

• Re-election of the current directors maintains board continuity through 2027, which can affect strategy and oversight.
• Ratification of the independent auditor is an advisory item that confirms stockholder support for the company’s auditor selection for fiscal 2026.
• Approval of the Hudson Bay share issuance authorizes the company to reserve and issue shares under the existing Purchase Agreement, which could increase the company’s outstanding share count and affect shareholder dilution and voting power depending on the number of shares issued.

Keywords: annual meeting, director elections, auditor ratification, Hudson Bay, share issuance, Nasdaq Rule 5635(d), investor dilution.