Seastar Medical Holding Corporation

06/17/2026 | Press release | Distributed by Public on 06/17/2026 14:08

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, on June 17, 2026, the annual meeting of stockholders (the "Annual Meeting") of SeaStar Medical Holding Corporation (the "Company") was held in order to, among other items, approve an amendment and restatement of the Company's 2022 Omnibus Incentive Plan (the "2022 Equity Incentive Plan") to increase the number of authorized shares of common stock, $0.0001 par value (the "Common Stock") from 207,046 shares to 896,546 shares.
A summary of the 2022 Equity Incentive Plan is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2026 (the "Proxy Statement"). That summary and the above description of the 2022 Equity Incentive Plan do not purport to be complete and are qualified in their entirety by reference to the 2022 Equity Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of the Company was held virtually on June 17, 2026 at 10:00 a.m., Mountain Time. The following proposals were approved by the stockholders, each by the votes set forth below:
Proposal 1. To elect one Class I director to serve until the 2029 annual meeting of stockholders, or until his successor shall have been duly elected and qualified:
Nominee
Votes For
Votes Against
Abstentions
Broker Non-Votes
John Neuman 757,141 23,212 4,829 1,395,732
Proposal 2. To approve an amendment and restatement of the Company's 2022 Omnibus Incentive Plan to increase the number of authorized shares of Common Stock from 207,046, as adjusted for a January 5, 2026, 1-for-10 reverse stock split, to 896,546:
Votes For
Votes Against
Abstentions
Broker Non-Votes
551,233 223,813 10,136 1,395,732
Proposal 3. To ratify the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2026:
Votes For
Votes Against
Abstentions
Broker Non-Votes
2,151,096 22,746 7,072 -
Proposal 4. To approve a proposal to adjourn or postpone the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, any of the proposals described above:
Votes For
Votes Against
Abstentions
Broker Non-Votes
2,035,262 123,747 21,905 -
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