UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2023
CareCloud, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-36529 | | 22-3832302 |
(State or other jurisdiction of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
7 Clyde Road, Somerset, New Jersey, 08873
(Address of principal executive offices, zip code)
(732) 873-5133
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | CCLD | | Nasdaq Global Market |
| 11% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share | | CCLDP | | Nasdaq Global Market |
| 8.75% Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share | | CCLDO | | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
CareCloud, Inc. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (this “Amendment”) to amend the Current Report on Form 8-K, originally filed by the Company with the Securities and Exchange Commission (“SEC”) on May 23, 2023 (the “Original Report”). The Original Report was filed to report the results of the matters submitted to a vote by the Company’s shareholders at the Company’s 2023 Annual Meeting of Sharheolders held on May 22, 2023. The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision regarding how frequently it will conduct future shareholder advisory votes to approve the compensation of the Company’s named executive officers. No other changes have been made to the Original Report.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 22, 2023 in Somerset, New Jersey. As of April 3, 2023, the record date, there were 15,592,608 shares of common stock outstanding and eligible to vote on all items at the Annual Meeting. The proposals considered at the Annual Meeting are described in detail in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2023. The proposals described below were voted upon at the Annual Meeting and the number of votes cast with respect to each such proposal was as follows:
| 1. | The two nominees listed below were elected to the Board of Directors with each director receiving votes as follows: |
| Election of Directors | | For | | | Withheld | | Broker Non-Votes |
| Anne Busquet | | | 7,721,823 | | | | 499,789 | | 0 |
| Lawrence Sharnak | | | 6,463,995 | | | | 1,757,617 | | 0 |
| 2. | The compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement was approved on an advisory basis, receiving votes as follows: |
| For | | | Against | | | Abstain | | | Broker Non-Votes |
| | 7,593,792 | | | | 415,454 | | | | 212,366 | | | | 0 |
| 3. | The frequency of the shareholders’ vote on the compensation of the Company’s named executive officers was approved for annual voting on an advisory basis, receiving votes as follows: |
| Every Year | | | Every 2 Years | | | Every 3 Years | | | Abstain |
| | 7,913,356 | | | | 7,757 | | | | 285,447 | | | | 15,052 |
Based on the results of the above advisory vote related to the frequency of future advisory votes to approve the compensation of the Company’s named executive officers, the Company has determined that the frequency for which the Company will include an advisory vote regarding the compensation of its named executive officers in its future proxy materials for shareholder consideration will be every year, until the next required vote on the frequency of such an advisory vote.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | CareCloud, Inc. |
| | |
| Date: October 12, 2023 | By: | /s/ A. Hadi Chaudhry |
| | | A. Hadi Chaudhry |
| | | Chief Executive Officer |
