Lucid Diagnostics Inc. 8-K

What Happened

• On June 24, 2026, Lucid Diagnostics, Inc. (LUCD) held its annual meeting. Stockholders representing approximately 84.7% of outstanding shares were present in person or by proxy. The company reported the re-election of three Class B directors — James L. Cox, M.D.; John R. Palumbo; and Ronald M. Sparks — and shareholder approval of an amendment to increase authorized common stock from 300,000,000 to 400,000,000 shares. A certificate of amendment was filed with the Delaware Secretary of State and became effective on June 24, 2026. Stockholders also ratified CBIZ CPAs P.C. as the company’s independent registered public accounting firm for the year ending December 31, 2025.

Key Details

• Board elections (Class B, terms to the third succeeding annual meeting):
  • James L. Cox, M.D.: For 97,413,460; Withheld 21,957,997; Broker non-votes 46,065,680.
  • John R. Palumbo: For 99,146,219; Withheld 20,225,238; Broker non-votes 46,065,680.
  • Ronald M. Sparks: For 97,277,136; Withheld 22,094,321; Broker non-votes 46,065,680.
• Authorized share increase: Approved to add 100,000,000 common shares (from 300,000,000 to 400,000,000). Vote: For 152,941,468; Against 12,113,250; Abstain 382,419.
• Auditor ratification: CBIZ CPAs P.C. ratified. Vote: For 161,813,118; Against 2,425,251; Abstain 1,198,768.
• Meeting participation: Approximately 84.7% of shares outstanding were represented.

Why It Matters

• The board re-elections maintain continuity in company governance.
• The 100 million increase in authorized common shares gives Lucid flexibility to issue stock for fundraising, acquisitions, or employee compensation; investors should note this increases the company’s ability to dilute outstanding shares in the future if shares are issued.
• Ratification of the auditor confirms continuity of the company’s external financial reporting for the 2025 fiscal year.