HeartBeam holders back board, reject share plan increase

Q: What was the quorum and voting participation at HeartBeam (BEAT)’s 2026 annual meeting?

A quorum was reached with 29,050,272 votes represented, equal to about 52.34% of the 55,506,835 HeartBeam common shares outstanding and entitled to vote as of June 5, 2026, the meeting’s record date.

Q: Did HeartBeam (BEAT) stockholders approve the company’s independent auditor for 2026?

Yes. Stockholders approved CBIZ CPAs P.C. as HeartBeam’s independent registered public accounting firm for the year ending December 31, 2026, with 28,612,850 votes for, 173,008 against, and 264,414 abstentions, and no broker non-votes recorded.

Q: How many shares of HeartBeam (BEAT) common stock were eligible to vote at the 2026 meeting?

As of the June 5, 2026 record date, 55,506,835 shares of HeartBeam common stock, par value $0.0001, were outstanding and entitled to vote at the virtual annual meeting held July 31, 2026.

HeartBeam, Inc. reported the results of its July 31, 2026 annual stockholder meeting held via live webcast.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

HeartBeam, Inc. reported the results of its July 31, 2026 annual stockholder meeting held via live webcast. As of the June 5, 2026 record date, 55,506,835 shares of common stock were outstanding and entitled to vote, and 29,050,272 votes, or 52.34% of outstanding votes, were represented, constituting a quorum.

Stockholders elected all seven director nominees to one-year terms, with each receiving over 10 million votes in favor and approximately 0.9–1.3 million votes against, plus broker non-votes. They also approved the ratification of CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2026, with 28,612,850 votes for and 173,008 against.

A proposal to amend the 2022 Equity Incentive Plan to increase authorized shares by 3,000,000 shares did not receive stockholder approval, drawing 3,957,529 votes for, 7,816,794 against, 41,929 abstentions and 17,234,020 broker non-votes.

Filing Explained

At the July 31 annual meeting, stockholders rejected the proposed increase of 3,000,000 shares in the 2022 Equity Incentive Plan, so the company did not obtain that additional share authorization through this vote.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding on record date: 55,506,835 shares Votes represented at meeting: 29,050,272 votes Director votes for Richard Ferrari: 10,429,353 votes +3 more

6 metrics

Shares outstanding on record date 55,506,835 shares Common stock outstanding and entitled to vote as of June 5, 2026

Votes represented at meeting 29,050,272 votes Votes present in person or by proxy at July 31, 2026 annual meeting, about 52.34% of outstanding

Director votes for Richard Ferrari 10,429,353 votes Votes cast for director nominee Richard Ferrari

Auditor ratification votes for 28,612,850 votes Votes for ratifying CBIZ CPAs P.C. as independent registered public accounting firm for 2026

Equity plan increase proposed 3,000,000 shares Additional authorized shares under 2022 Equity Incentive Plan that were not approved

Equity plan votes against 7,816,794 votes Votes against proposal to amend the 2022 Equity Incentive Plan

Key Terms

broker non-votes, independent registered public accounting firm, Equity Incentive Plan, record date

4 terms

broker non-votes regulatory

"as well as the number of abstentions and broker non-votes, as to such matters"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"CBIZ CPAs P.C. as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Equity Incentive Plan financial

"The proposal to amend the 2022 Equity Incentive Plan to increase the number"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

record date regulatory

"As of the close of business on June 5, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was the quorum and voting participation at HeartBeam (BEAT)’s 2026 annual meeting?

A quorum was reached with 29,050,272 votes represented, equal to about 52.34% of the 55,506,835 HeartBeam common shares outstanding and entitled to vote as of June 5, 2026, the meeting’s record date.

Were HeartBeam (BEAT)’s director nominees elected at the July 31, 2026 annual meeting?

Yes. All seven HeartBeam director nominees were elected to one-year terms, each receiving over 10 million votes for and roughly 0.9–1.3 million votes against, along with 17,234,020 broker non-votes listed for each nominee.

Did HeartBeam (BEAT) stockholders approve the company’s independent auditor for 2026?

Yes. Stockholders approved CBIZ CPAs P.C. as HeartBeam’s independent registered public accounting firm for the year ending December 31, 2026, with 28,612,850 votes for, 173,008 against, and 264,414 abstentions, and no broker non-votes recorded.

What happened to HeartBeam (BEAT)’s proposal to increase the 2022 Equity Incentive Plan shares?

Stockholders did not approve the proposal to increase the 2022 Equity Incentive Plan by 3,000,000 shares. The vote was 3,957,529 for, 7,816,794 against, 41,929 abstentions and 17,234,020 broker non-votes, so the amendment did not pass.

How many shares of HeartBeam (BEAT) common stock were eligible to vote at the 2026 meeting?

As of the June 5, 2026 record date, 55,506,835 shares of HeartBeam common stock, par value $0.0001, were outstanding and entitled to vote at the virtual annual meeting held July 31, 2026.

What are broker non-votes reported in HeartBeam (BEAT)’s 2026 annual meeting results?

Broker non-votes are shares held in street name that were not voted on certain non-routine proposals. HeartBeam reported 17,234,020 broker non-votes on the director elections and the equity incentive plan amendment proposal at the 2026 annual meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/03/2026 - 04:16 PM Accepted by SEC EDGAR 08/03/2026 - 04:15 PM

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2026

HEARTBEAM, INC.

(Exact name of Registrant as specified in its charter)

Delaware		001-41060		47-4881450
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2118 Walsh Avenue, Suite 210

Santa Clara, CA 95050

(Address of principal executive offices, including zip code)

(408) 899-4443

(Registrant’s telephone number, including area code)

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BEAT	NASDAQ
Warrant	BEATW	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.07 Submission of Matters to a Vote of Security Holders

On July 31, 2026, HeartBeam, Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”) virtually, via live webcast.

As of the close of business on June 5, 2026, the record date for the Annual Meeting (the “Record Date”), 55,506,835 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”) were outstanding and entitled to vote. At the Annual Meeting, a total of 29,050,272 votes, comprised of shares of the Company’s Common Stock, equivalent to approximately 52.34% of the outstanding votes, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.

1. The seven nominees for director were elected to serve a one-year term as follows:

Director	Votes For	Votes Against	Abstain	Broker Non-Vote
Richard Ferrari	10,429,353	1,297,635	89,264	17,234,020
Branislav Vajdic, PhD	10,867,830	861,433	86,989	17,234,020
George A. de Urioste	10,579,015	1,044,127	193,110	17,234,020
Marga Ortigas-Wedekind	10,552,293	1,163,639	100,320	17,234,020
Willem Elfrink	10,439,928	1,286,668	89,656	17,234,020
Kenneth Nelson	10,762,731	964,258	89,263	17,234,020
Michael Jaff	10,760,673	1,017,128	38,451	17,234,020

2. The proposal to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was approved as follows:

Votes For		Votes Against		Broker Non-Votes		Votes Abstained
28,612,850		173,008		0		264,414

3. The proposal to amend the 2022 Equity Incentive Plan to increase the number of authorized shares by 3,000,000 shares was not approved as follows:

Votes For		Votes Against		Broker Non-Votes		Votes Abstained
3,957,529		7,816,794		17,234,020		41,929

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.

	HeartBeam, Inc.

Date: August 3, 2026		/s/ Timothy Cruickshank
	Name:	Timothy Cruickshank
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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