09/05/2025 | Press release | Distributed by Public on 09/05/2025 14:06
Item 5.07Submission of Matters to a Vote of Security Holders.
On September 5, 2025, at the 2025 annual meeting of stockholders, or the Annual Meeting, of Semler Scientific, Inc., or Semler Sci, Semler Sci's stockholders voted on five proposals, each of which is described in more detail in Semler Sci's definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on July 17, 2025, or the Proxy Statement. The following is a brief description of each matter voted upon and the certified results, including (for nominee for director) the number of votes cast for, withheld and broker non-votes, and for the other matters, the number of votes cast for and against, and the number or abstentions and broker non-votes.
Proposal 1. Stockholders elected the following nominee to serve as a Class I Director on Semler Sci's board of directors until Semler Sci's 2028 annual meeting of stockholders or until his successor has been duly elected and qualified, or until his earlier resignation, death or removal. The voting results for the nominee were as follows:
Director Name |
Votes For |
Votes Withheld |
Broker Non-Votes |
|||
William H.C. Chang |
6,817,708 |
261,303 |
2,506,761 |
Proposal 2. Stockholders approved, on a non-binding advisory basis, the compensation of Semler Sci's named executive officers. The voting results were as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
6,803,887 |
147,170 |
127,954 |
2,506,761 |
Proposal 3. Stockholders approved the amendment of Semler Sci's restated certificate of incorporation to increase the total number of shares of common stock authorized for issuance from 50,000,000 shares to 210,000,000 shares. The voting results were as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
6,905,107 |
2,209,591 |
86,897 |
0 |
Proposal 4. Stockholders did not approve the amendment of the Semler Sci's restated certificate of incorporation to authorize the issuance of 42,000,000 shares of "blank-check" preferred stock. The voting results were as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
4,495,642 |
2,498,626 |
84,746 |
2,506,758 |
Proposal 5. Stockholders ratified the selection of BDO USA, P.C. as Semler Sci's independent registered public accounting firm for the year ending December 31, 2025. The voting results were as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
9,551,669 |
17,844 |
16,259 |
0 |