ClearPoint Neuro Appoints New CMO, Elects Directors

TL;DR

ClearPoint Neuro gets a new CMO and two new board members, plus stockholders approved everything at the annual meeting.

AI Summary

ClearPoint Neuro, Inc. announced on May 16, 2024, the appointment of Dr. Steven J. Shagan as Chief Medical Officer and the election of Dr. Shagan and Ms. Jennifer L. Johnson to the Board of Directors. The company also reported on the outcome of its 2024 Annual Meeting of Stockholders, where all proposals, including the election of directors and the ratification of its independent registered public accounting firm, were approved.

Why It Matters

The appointment of a new Chief Medical Officer and the election of new directors can signal strategic shifts and bring fresh perspectives to the company's leadership and medical strategy.

Risk Assessment

Risk Level: low — This filing is primarily an update on executive appointments and stockholder meeting outcomes, with no immediate financial or operational risks indicated.

Key Players & Entities

• ClearPoint Neuro, Inc. (company) — Registrant
• Dr. Steven J. Shagan (person) — Appointed Chief Medical Officer and elected to Board of Directors
• Ms. Jennifer L. Johnson (person) — Elected to Board of Directors
• 2024 Annual Meeting of Stockholders (event) — Meeting where directors were elected and proposals were voted on

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share CLPT Nasdaq Capital

Filing Documents

• clpt-20240516.htm (8-K) — 56KB
• 0001285550-24-000061.txt ( ) — 175KB
• clpt-20240516.xsd (EX-101.SCH) — 2KB
• clpt-20240516_lab.xml (EX-101.LAB) — 20KB
• clpt-20240516_pre.xml (EX-101.PRE) — 12KB
• clpt-20240516_htm.xml (XML) — 3KB

02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The annual meeting of the stockholders of ClearPoint Neuro, Inc. (the "Company") was held on May 15, 2024 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted to approve the adoption of the ClearPoint Neuro, Inc. Fifth Amended and Restated 2013 Incentive Compensation Plan (the "Plan"). The Company's Board of Directors had previously adopted and approved the Plan, subject to stockholder approval. A description of the terms and conditions of the Plan is set forth in the Company's 2024 Proxy Statement, filed with the Securities and Exchange Commission on April 5, 2024 (the "Proxy Statement") under "Proposal 4 - Approval of the Fifth Amended and Restated 2013 Incentive Compensation Plan," and such description is incorporated herein by reference. The descriptions set forth herein and in the Proxy Statement are summaries and are qualified in their entirety by the full text of the Plan, a copy of which is incorporated by reference to Exhibit 10.1 to this Current Report on Form 8-K.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's stockholders considered and voted on the following proposals: (1) The election of eight directors to serve until the 2025 annual meeting of stockholders; (2) The ratification of the appointment of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024; (3) The advisory approval of executive compensation; and (4) The approval of the Company's Fifth Amended and Restated 2013 Incentive Compensation Plan. Each proposal was approved and the final voting results for each proposal are described below. For beneficial owners holding the Company's common stock at a bank or broker institution, a "broker non-vote" occurred if the owner failed to give voting instructions, and the bank or broker was otherwise restricted from voting on the owner's behalf. 1. Election of Directors. The following named persons were elected as directors of the Company to serve until the 2025 annual meeting of stockholders or until their successors have been duly elected and qualified or until their earlier death, resignation, disqualification or removal. The votes were cast as follows: Name For Withheld Broker Non-Votes Joseph M. Burnett 12,037,171 151,028 6,843,085 R. John Fletcher 11,734,172 454,027 6,843,085 Lynnette C. Fallon 11,780,550 407,649 6,843,085 Pascal E.R. Girin 11,771,794 416,405 6,843,085 B. Kristine Johnson 11,730,889 457,310 6,843,085 Matthew B. Klein 11,850,463 337,736 6,843,085 Linda M. Liau 11,716,020 472,179 6,843,085 Timothy T. Richards 11,625,429 562,770 6,843,085 2. Ratification of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. The votes were cast as follows: For Against Abstentions Broker Non-Votes 18,941,669 68,614 21,00

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 10.1 Fifth Amended and Restated 2013 Incentive Compensation Plan (filed as Appendix A to ClearPoint Neuro, Inc.'s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2024 and incorporated herein by reference). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. Date: May 16, 2024 CLEARPOINT NEURO, INC. By: /s/ Danilo D'Alessandro Danilo D'Alessandro Chief Financial Officer

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View this 8-K filing on SEC EDGAR