UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 27, 2025, Marpai, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). The final voting results of the 2025 Annual Meeting are set forth below. Stockholders voted on the following proposals:
Proposal No. 1 — Election of Directors
The stockholders elected the following individuals as directors of the Company to hold office until the next annual meeting of stockholders or until their successors shall have been duly elected and qualified.
| Director Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Damien Lamendola | 10,978,996 | 5,509 | 5,039 | 1,401,237 | ||||||||||||
| Yaron Eitan | 10,979,296 | 5,239 | 5,039 | 1,401,237 | ||||||||||||
| Sagiv Shiv | 10,932,384 | 51,121 | 5,039 | 1,401,237 | ||||||||||||
| Colleen DiClaudio | 10,562,391 | 57,495 | 369,658 | 1,401,237 | ||||||||||||
| Jennifer Calabrese | 10,982,991 | 1,514 | 5,039 | 1,401,237 | ||||||||||||
| Robert Pons | 10,983,116 | 1,389 | 5,039 | 1,401,237 | ||||||||||||
Proposal No. 2 — Ratification of the appointment by the Audit Committee of the Company’s Board of Directors (the “Board”) of UHY LLP, as the Company’s independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025.
| For | Against | Abstain | Broker Non-Votes | |||
| 12,370,958 | 6,457 | 13,366 | - |
Proposal No. 3 — Approval of an amendment to the Company’s Certificate of Incorporation to include 2,000,000 shares of preferred stock, which shares shall be “blank-check preferred stock” in one or more series as solely determined by the Board, and to have the voting powers, preferences and relative participation, optional and special rights and qualifications, limitations and restrictions thereof as solely determined by the Board.
| For | Against | Abstain | Broker Non-Votes | |||
| 10,853,406 | 135,408 | 730 | 1,401,237 |
The results reported above are final voting results.
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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.
| MARPAI, INC. | ||
| Date: August 27, 2025 | By: | /s/ Damien Lamendola |
| Name: | Damien Lamendola | |
| Title: | Chief Executive Officer | |
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