| Item 1.01 | Entry into a Material Definitive Agreement |
On July 15, 2021, the stockholders of iCAD, Inc. (the “Company”) approved an amendment to the Company’s 2016 Stock Incentive Plan, as amended (the “2016 Plan”), to increase the number of shares of common stock available to 2016 Plan participants thereunder from 2,600,000 shares to 4,700,000 shares and to increase the aggregate number of incentive stock options available thereunder from 1,000,000 to 2,000,000. The foregoing is merely a summary of the amendment to the 2016 Plan, and is qualified in its entirety by reference to the amendment to the 2016 Plan which is filed as Exhibit 10.1 hereto and incorporated by reference into this Item 1.01.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 15, 2021, the stockholders of the Company approved and adopted an amendment to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) to increase the Company’s authorized shares of common stock, par value $0.01 per share, from 30,000,000 shares to 60,000,000 shares. The foregoing is merely a summary of the amendment to the Certificate of Incorporation, and is qualified in its entirety by reference to the amendment to the Certificate of Incorporation which is filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03. On July 21, 2021, the Company filed the amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware and the amendment was effective upon filing.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 15, 2021, the Company held its annual meeting of stockholders (the “Meeting”). The total number of shares entitled to vote at the Meeting was 24,966,268 and there were present at the Meeting, in person or by proxy, 20,019,687 shares, which constituted a quorum for the Meeting. At the Meeting, the stockholders voted:
(1) to elect Michael Klein, Nathaniel Dalton, Dr. Rakesh Patel, Andy Sassine and Dr. Susan Wood to the board of directors of the Company until the next annual meeting of stockholders;
(2) to approve and adopt an amendment to the Certificate of Incorporation to increase the authorized shares of common stock from 30,000,000 to 60,000,000;
(3) to approve an amendment to the Company’s 2016 Stock Incentive Plan, as amended, to increase the number of shares of common stock available to 2016 Plan participants thereunder from 2,600,000 shares to 4,700,000 shares and to increase the aggregate number of incentive stock options available thereunder from 1,000,000 to 2,000,000;
(4) to approve, by non-binding advisory vote, the resolution approving named executive officer compensation; and
(5) to ratify the selection of BDO USA, LLP as the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2021.
The final results of the stockholders votes at the Meeting are set forth below:
Proposal 1: Election of Directors
| | | | | | |
NOMINEE | | FOR | | WITHHELD | | BROKER NON-VOTES |
Michael Klein | | 12,521,337 | | 280,597 | | 7,217,753 |
Nathaniel Dalton | | 12,213,574 | | 588,360 | | 7,217,753 |
Dr. Rakesh Patel | | 6,181,722 | | 6,620,212 | | 7,217,753 |
Andy Sassine | | 10,133,114 | | 2,668,820 | | 7,217,753 |
Dr. Susan Wood | | 12,541,836 | | 260,098 | | 7,217,753 |
Proposal 2: Amendment of Certificate of Incorporation
| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
19,010,893 | | 986,589 | | 22,205 | | n/a |
2
