VSee Health to Vote on Directors, Auditor, and New Equity Plan

TL;DR

**VSEEW's upcoming shareholder meeting is a green light for management, with key votes on director re-elections and a new equity plan that could dilute existing shareholders but incentivize future growth.**

AI Summary

VSee Health, Inc. (VSEEW) is holding its Annual Meeting on December 15, 2025, to address four key proposals. Stockholders will vote on the re-election of two Class I directors, Dr. Milton Chen (51) and Dr. Imoigele Aisiku (53), to serve until the 2028 annual meeting. The company also seeks ratification of WWC, P.C. as its independent registered public accounting firm for the fiscal year ending December 31, 2025. A significant proposal is the approval of the VSee Health Inc. 2025 Equity Incentive Plan, which could impact future compensation and dilution. Finally, stockholders will consider an Adjournment Proposal, allowing the meeting to be postponed if insufficient votes are cast for other proposals. As of the November 20, 2025 Record Date, there are 32,289,750 shares of Common Stock and 1,788 shares of Preferred Stock outstanding, totaling 32,468,550 votes. The Board of Directors unanimously recommends a 'FOR' vote on all proposals.

Why It Matters

This DEF 14A filing outlines critical governance and compensation decisions for VSee Health, Inc. Investors need to understand the implications of re-electing current leadership and approving a new equity incentive plan, which could affect shareholder value through potential dilution. The ratification of WWC, P.C. as the auditor is a standard but important governance item. For employees, the 2025 Equity Incentive Plan could offer new compensation opportunities, aligning their interests with company performance. In the competitive telehealth market, a well-structured incentive plan can be crucial for attracting and retaining top talent, impacting VSee Health's ability to innovate and grow against rivals.

Risk Assessment

Risk Level: medium — The approval of the VSee Health Inc. 2025 Equity Incentive Plan introduces potential dilution for existing shareholders, which is a medium-level risk. While the filing doesn't specify the size of the plan, equity incentive plans typically involve issuing new shares or options, which can reduce the ownership percentage of current stockholders. The unanimous board recommendation for all proposals, including the incentive plan, suggests a lack of internal dissent, but the financial impact on shareholders remains to be seen.

Analyst Insight

Investors should carefully review the details of the VSee Health Inc. 2025 Equity Incentive Plan once available to understand the potential dilution and its impact on their holdings. Vote 'FOR' or 'AGAINST' based on your assessment of the plan's long-term benefits versus short-term dilution. Participate in the virtual Annual Meeting on December 15, 2025, to ask questions regarding the plan and director performance.

Key Numbers

• 2 — Class I directors to be elected (Dr. Milton Chen and Dr. Imoigele Aisiku are up for re-election until 2028)
• 2025-12-15T14:30:00.000Z — Annual Meeting Date and Time (Stockholders will vote on proposals at 2:30 P.M. Eastern Time)
• 2025-11-20T00:00:00.000Z — Record Date (Holders of record on this date are entitled to vote)
• 32,289,750 — Shares of Common Stock outstanding (Total votes from Common Stock as of the Record Date)
• 1,788 — Shares of Preferred Stock outstanding (Entitled to 178,800 votes as of the Record Date)
• 32,468,550 — Total votes outstanding (Aggregate of Common and Preferred Stock votes)
• 16,148,104 — Common Stock votes for quorum (Represents a majority of Common Stock voting power)
• 89,418 — Preferred Stock votes for quorum (Represents a majority of Preferred Stock voting power)
• 7 — Current Board of Directors members (The Board is divided into three classes)
• 2028 — Term expiration for Class I directors (If elected, Dr. Chen and Dr. Aisiku will serve until the 2028 annual meeting)

Key Players & Entities

• VSee Health, Inc. (company) — Registrant
• Dr. Milton Chen (person) — Co-Chief Executive Officer, Chairman, Director
• Dr. Imoigele Aisiku (person) — Co-Chief Executive Officer, Director
• WWC, P.C. (company) — Independent registered public accounting firm
• Nasdaq Capital Market (regulator) — Stock exchange for VSEE and VSEEW
• Jerry Leonard (person) — Chief Financial Officer and Secretary
• Kevin Lowdermilk (person) — Class II Director
• Colin O'Sullivan (person) — Class II Director
• Dr. Scott Metzger (person) — Class III Director
• Cydonii V. Fairfax (person) — Class III Director

FAQ

Industry Context

VSee Health, Inc. operates within the health technology sector, which is characterized by rapid innovation and increasing demand for digital health solutions. The competitive landscape includes established healthcare providers, technology companies entering the health space, and numerous startups focused on specific niches like telehealth, remote patient monitoring, and AI-driven diagnostics. Key industry trends include the growing adoption of virtual care models, the integration of artificial intelligence for improved patient outcomes, and the ongoing need for robust data security and privacy measures.

Regulatory Implications

As a health technology company, VSee Health, Inc. is subject to stringent regulations concerning patient data privacy and security, such as HIPAA in the United States. The proposed equity incentive plan could also have implications for accounting treatment and potential dilution, requiring careful management to comply with financial reporting standards. Changes in healthcare policy or reimbursement models could also impact the company's revenue streams and operational strategies.

What Investors Should Do

1. Vote FOR the re-election of Dr. Milton Chen and Dr. Imoigele Aisiku as Class I directors.
2. Vote FOR the ratification of WWC, P.C. as the independent registered public accounting firm.
3. Vote FOR the approval of the VSee Health Inc. 2025 Equity Incentive Plan.
4. Vote FOR the Adjournment Proposal.
5. Ensure your vote is cast by the deadline, either by proxy or by attending the virtual meeting.

Key Dates

• 2025-12-15: Annual Meeting of Stockholders — Stockholders will vote on key proposals including director elections, auditor ratification, and an equity incentive plan.
• 2025-11-20: Record Date — Establishes the list of stockholders entitled to vote at the Annual Meeting.
• 2025-11-24: Mailing of Proxy Statement — Informs stockholders about the meeting agenda and provides materials for voting.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the proxy statement for VSEE Health, Inc.'s annual meeting.)

Class I directors

A category of directors on a staggered board, typically elected for a three-year term. (Two Class I directors are up for re-election at the annual meeting.)

Independent registered public accounting firm

An external audit firm that is independent of the company it audits, responsible for expressing an opinion on the fairness of financial statements. (The company is seeking ratification of its auditor, WWC, P.C., for the fiscal year ending December 31, 2025.)

Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and directors. (Approval of the VSee Health Inc. 2025 Equity Incentive Plan is a key proposal, which could affect future compensation and shareholder dilution.)

Proxy

A document that authorizes another person to act on behalf of a shareholder, typically to vote their shares at a meeting. (Stockholders are encouraged to submit a proxy to ensure their vote is counted, even if they cannot attend the virtual meeting.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Only shareholders of record on November 20, 2025, are entitled to vote at the annual meeting.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting and does not contain comparative financial data from a previous year's annual report (10-K) or proxy statement. Therefore, a direct comparison of key metrics like revenue growth, margin changes, or new risks cannot be made based solely on this document. Future filings, such as the Form 10-K for the fiscal year ending December 31, 2025, will provide the necessary financial performance data for year-over-year comparisons.

Key Financial Figures

• $0.0001 — proposals. Our Common Stock, par value $0.0001 per share, is currently listed on the N

Filing Documents

• vseedef14a112025.htm (DEF 14A) — 408KB
• image_001.jpg (GRAPHIC) — 576KB
• image_002.jpg (GRAPHIC) — 650KB
• 0001185185-25-001847.txt ( ) — 2096KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth information known to us regarding the beneficial ownership of Common Stock as of November 12, 2025 (the “ Beneficial Ownership Date ”) by: each person who is the beneficial owner of more than 5% of the outstanding shares of Common Stock; each of the Company’s named executive officers and directors; and all of the Company’s executive officers and directors as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of warrants or stock options or the vesting of restricted stock units, within 60 days of the Beneficial Ownership Date. Shares subject to warrants or options that are currently exercisable or exercisable within 60 days of the Beneficial Ownership Date or subject to restricted stock units that vest within 60 days of the Beneficial for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as described in the footnotes below and subject to applicable community property laws and similar laws, the Company believes that each person listed above has sole voting and investment power with respect to such shares. The beneficial ownership of our securities is based on 31,348,398 shares of Common Stock issued and outstanding as of the Beneficial Ownership Date. 6 Company Common Stock Number of Shares of Common Stock of the Company Name and Address of Beneficial

View Full Filing

View this DEF 14A filing on SEC EDGAR