Spectral AI Announces Director Changes and Officer Compensation
Ticker: MDAIW · Form: 8-K · Filed: May 16, 2024 · CIK: 1833498
| Field | Detail |
|---|---|
| Company | Spectral Ai, Inc. (MDAIW) |
| Form Type | 8-K |
| Filed Date | May 16, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.0001, $11.50 |
| Sentiment | neutral |
Sentiment: neutral
Topics: director-change, officer-compensation, governance
TL;DR
Spectral AI shakes up the board, names new directors, and adjusts exec pay.
AI Summary
On May 14, 2024, Spectral AI, Inc. filed an 8-K report detailing several key events. The company announced the departure of director David J. Miller and the appointment of new directors, including Dr. David L. Smith and Mr. Robert J. Smith. Additionally, the report outlines compensatory arrangements for certain officers and the submission of matters to a vote of security holders.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Director changes and executive compensation adjustments can introduce uncertainty regarding future strategic direction and operational stability.
Key Players & Entities
- Spectral AI, Inc. (company) — Registrant
- David J. Miller (person) — Departing Director
- Dr. David L. Smith (person) — Appointed Director
- Mr. Robert J. Smith (person) — Appointed Director
- May 14, 2024 (date) — Date of earliest event reported
FAQ
Who has departed from the board of directors at Spectral AI, Inc.?
David J. Miller has departed from the board of directors at Spectral AI, Inc.
Who are the newly appointed directors at Spectral AI, Inc.?
Dr. David L. Smith and Mr. Robert J. Smith have been appointed as new directors.
What is the exact date of the earliest event reported in this 8-K filing?
The date of the earliest event reported is May 14, 2024.
What other items are covered in this 8-K filing besides director changes?
This 8-K filing also covers compensatory arrangements of certain officers and the submission of matters to a vote of security holders.
What is the state of incorporation for Spectral AI, Inc.?
Spectral AI, Inc. is incorporated in Delaware.
Filing Stats: 1,046 words · 4 min read · ~3 pages · Grade level 10.9 · Accepted 2024-05-16 15:10:56
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share MDAI The Nasdaq Stock Mar
- $11.50 — f Common Stock, at an exercise price of $11.50 per share MDAIW The Nasdaq Stock Ma
Filing Documents
- ea0206397-8k_spectral.htm (8-K) — 45KB
- 0001213900-24-044245.txt ( ) — 268KB
- mdai-20240514.xsd (EX-101.SCH) — 4KB
- mdai-20240514_def.xml (EX-101.DEF) — 27KB
- mdai-20240514_lab.xml (EX-101.LAB) — 37KB
- mdai-20240514_pre.xml (EX-101.PRE) — 25KB
- ea0206397-8k_spectral_htm.xml (XML) — 6KB
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Following the Annual Meeting (as defined below), the board of directors (the " Board ") of Spectral AI, Inc., a Delaware corporation (the " Company ") unanimously approved the expansion of the Board from six to seven members and appointed Erich Spangenberg to serve as a director on the Company's Board. Mr. Spangenberg has been the longest-tenured Board member of the Company and, after declining to stand for reelection at the Annual Meeting, the Board was pleased that Mr. Spangenberg affirmatively responded to their request for his appointment to serve the Company as a director.
07
Item 5.07 Submission of Matters to a Vote of Security Holders The 2024 Annual Meeting (the " Annual Meeting ") of Shareholders of the Company was held on May 14, 2024. A total of 17,482,333 shares of the Company's Common Stock, par value $0.0001 per share (" Common Stock "), were eligible and entitled to vote at the Annual Meeting and a total of 9,289,312 shares of the Company's Common Stock were represented at the Annual Meeting (or 53.14% of the eligible shares). The matters voted on at the Annual Meeting were as follows: 1. Proposal 1 : Election of Directors: The following individuals, each of whom was nominated for election to the Board by the Company, were elected by the shareholders at the Annual Meeting for a term of one year expiring at the 2025 Annual Meeting of shareholders. Name Votes For Votes Against Abstentions Broker Non-Votes Richard Cotton 4,379,965 - 295,459 4,613,888 Peter M. Carlson 4,413,021 - 262,403 4,613,888 J. Michael DiMaio 4,379,932 - 295,492 4,613,888 Martin Mellish 4,571,221 - 104,203 4,613,888 Deepak Sadagopan 4,578,011 - 97,413 4,613,888 Marion Snyder 4,389,195 - 286,229 4,613,888 The nomination of each of the above listed directors was made by the Board of Directors of the Company. Mr. Cotton, Mr. Mellish and Mr. Sadagopan were each completing their initial term as members of the Board of Directors since the Company's listing on Nasdaq as of September 12, 2023. Mr. Carlson, as the Company's Chief Executive Officer, Dr. DiMaio, as a Board member since February 7, 2024 and Ms. Snyder were also nominated by the Board of Directors in connection with the 2024 Annual Meeting. 2. Proposal 2 : Ratification of the adoption of the Spectral AI, Inc. 2023 Long Term Incentive Plan: The shareholders voted at the Annual Meeting to ratify the adoption of the Company's 2023 Long Term Incentive Plan (the "2023 Plan"). The options, restricted stock units and other securities i
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. Dated: May 16, 2024 SPECTRAL AI, INC. By: /s/ Peter M. Carlson Name: Peter M. Carlson Title: Chief Executive Officer