8-KFiled Aug 2, 8:00 PM ET

HeartBeam, Inc. Reports Annual Meeting Vote Results — Directors Re-elected

$BEAT · HeartBeam, Inc.

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HeartBeam, Inc. Reports Annual Meeting Vote Results — Directors Re-elected

What Happened
HeartBeam, Inc. (BEAT) filed an 8-K reporting the results of its virtual annual meeting. As of the record date (June 5, 2026) there were 55,506,835 shares outstanding; 29,050,272 shares (≈52.34%) were represented at the meeting, constituting a quorum. All seven director nominees were elected to one-year terms, CBIZ CPAs P.C. was ratified as the independent auditor for fiscal 2026, and a proposal to increase the 2022 Equity Incentive Plan by 3,000,000 shares was not approved.

Key Details

  • Record date and turnout: 55,506,835 shares outstanding (June 5, 2026); 29,050,272 votes represented (≈52.34%).
  • Directors elected (votes For / Against / Abstain; broker non-votes = 17,234,020 for each director):
    • Richard Ferrari: 10,429,353 / 1,297,635 / 89,264
    • Branislav Vajdic, PhD: 10,867,830 / 861,433 / 86,989
    • George A. de Urioste: 10,579,015 / 1,044,127 / 193,110
    • Marga Ortigas-Wedekind: 10,552,293 / 1,163,639 / 100,320
    • Willem Elfrink: 10,439,928 / 1,286,668 / 89,656
    • Kenneth Nelson: 10,762,731 / 964,258 / 89,263
    • Michael Jaff: 10,760,673 / 1,017,128 / 38,451
  • Auditor ratification: CBIZ CPAs P.C. ratified — 28,612,850 For; 173,008 Against; 264,414 Abstained.
  • Equity plan vote: Proposal to add 3,000,000 shares to the 2022 Equity Incentive Plan failed — 3,957,529 For; 7,816,794 Against; 41,929 Abstained; 17,234,020 broker non-votes.

Why It Matters

  • Board continuity: Re-election of all seven nominees maintains the current board composition and governance continuity for the coming year.
  • Audit continuity: Ratification of CBIZ CPAs P.C. confirms the company’s independent auditor for fiscal 2026.
  • Shareholder authorization for equity awards: The rejected increase to the equity incentive plan means management currently does not have additional authorized shares from this proposal for future equity compensation; investors should watch for future proposals or alternative share-reserve actions.
  • Broker non-votes: A large number of broker non-votes (17,234,020) on non-routine matters likely affected the outcome of the equity-plan vote; this reflects many shares held in street name without voting instructions.