iCAD (ICAD) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 17, 2022

iCAD, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-09341	02-0377419
(Commission File Number)	(IRS Employer Identification No.)

98 Spit Brook Road, Suite 100, Nashua, New Hampshire	03062
(Address of Principal Executive Offices)	(Zip Code)

(603) 882-5200

(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 (see General Instruction A.2. below):

☐ 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))

☐ 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, $0.01 par value	ICAD	The NASDAQ Stock Market LLC

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 17, 2022, iCAD, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). The total number of shares entitled to vote at the Meeting was 25,181,857 and there were present at the Meeting, in person or by proxy, 20,721,660 shares, which constituted a quorum for the Meeting.

At the Meeting, the stockholders voted:

(1) to elect Stacey Stevens, Timothy Irish, Michael Klein, Dana Brown, 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, by non-binding advisory vote, the resolution approving named executive officer compensation; and

(3) to ratify the selection of BDO USA, LLP as the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2022.

The final results of the stockholder votes at the Meeting are set forth below:

Proposal 1: Approve the Election of the Following Individuals as Directors of the Company:

NOMINEES	FOR	WITHHELD	BROKER NON-VOTES
(1) Stacey Stevens	13,219,383	243,388	7,258,889
(2) Michael Klein	11,399,171	2,063,600	7,258,889
(3) Dana Brown	13,326,184	136,587	7,258,889
(4) Nathaniel Dalton	12,569,377	893,394	7,258,889
(5) Timothy Irish	13,402,270	60,501	7,258,889
(6) Dr. Rakesh Patel	11,090,754	2,372,017	7,258,889
(7) Andy Sassine	12,566,806	895,965	7,258,889
(8) Dr. Susan Wood	12,581,518	881,253	7,258,889

Proposal 2: Approve, by Non-Binding Advisory Vote, the Resolution to Approve Named Executive Officer Compensation:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
12,781,775	326,997	353,999	7,258,889

Proposal 3: Ratify the Appointment of BDO USA, LLP as the Company’s Independent Registered Public Accounting Firm:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
20,531,047	180,201	10,412	N/A

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 thereunto duly authorized.

iCAD, INC.
By:	/s/ Stacey Stevens
	Stacey Stevens Chief Executive Officer and President

Date: June 22, 2022