CareCloud (NASDAQ: CCLD) shareholders back 2026 equity plan and elect directors

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CareCloud, Inc. reported results of its annual shareholder meeting held in Somerset, New Jersey. Shareholders approved the 2026 Equity Incentive Plan, which authorizes the issuance of up to 1,000,000 shares of common stock for employee and director equity awards.

As of the April 7, 2026 record date, 42,492,949 common shares were outstanding and eligible to vote. Director nominees Mahmud Haq and Cameron Munter each stood for election, with Haq receiving 13,756,792 votes for and 1,615,597 withheld, and Munter receiving 10,117,487 votes for and 5,254,902 withheld. Other proposals, including the equity plan and a proposal with 24,966,489 votes for and significant broker non-votes, also passed as described in the proxy materials.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity plan share authorization: 1,000,000 shares Shares outstanding on record date: 42,492,949 shares Votes for Mahmud Haq: 13,756,792 votes +4 more

7 metrics

Equity plan share authorization 1,000,000 shares Maximum common shares under 2026 Equity Incentive Plan

Shares outstanding on record date 42,492,949 shares Common stock outstanding as of April 7, 2026 record date

Votes for Mahmud Haq 13,756,792 votes Director election at 2026 annual meeting

Votes withheld for Mahmud Haq 1,615,597 votes Director election at 2026 annual meeting

Votes for Cameron Munter 10,117,487 votes Director election at 2026 annual meeting

Votes withheld for Cameron Munter 5,254,902 votes Director election at 2026 annual meeting

Proposal with high broker non-votes 9,843,417 broker non-votes Proposal receiving 24,966,489 votes for at annual meeting

Key Terms

2026 Equity Incentive Plan, record date, broker non-votes, Emerging growth company, +1 more

5 terms

2026 Equity Incentive Plan financial

"shareholders approved the 2026 Equity Incentive Plan (the “Plan”) to authorize the issuance"

record date financial

"As of April 7, 2026, the record date, there were 42,492,949 shares of common stock"

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.

broker non-votes financial

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.

Emerging growth company regulatory

"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Proxy Statement regulatory

"a copy of which was attached as Appendix A to the Company’s Proxy Statement"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

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

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Understanding 8-K Material Events →

Available on EDGAR 06/05/2026 - 05:01 PM Accepted by SEC EDGAR 06/05/2026 - 05:00 PM

FAQ

What did CareCloud (CCLD) shareholders approve at the June 2026 annual meeting?

CareCloud shareholders approved the 2026 Equity Incentive Plan, authorizing up to 1,000,000 common shares for equity awards. They also voted on director elections and other proposals, all detailed in the April 7, 2026 proxy statement and confirmed in the meeting vote results.

How many shares does CareCloud’s 2026 Equity Incentive Plan authorize?

The 2026 Equity Incentive Plan authorizes issuance of up to 1,000,000 shares of CareCloud common stock. These shares may be granted over time as equity-based compensation to eligible participants, aligning incentives between employees, directors, and shareholders according to the plan’s terms.

How many CareCloud (CCLD) shares were entitled to vote at the 2026 meeting?

As of the April 7, 2026 record date, 42,492,949 CareCloud common shares were outstanding and eligible to vote. This figure defined which shareholders could participate in approving directors, the 2026 Equity Incentive Plan, and other proposals presented at the annual meeting.

What were the vote results for CareCloud director Mahmud Haq?

Director nominee Mahmud Haq received 13,756,792 votes for election and 1,615,597 votes withheld, with no broker non-votes reported. These results indicate shareholders supported his continued service on the board at the 2026 annual meeting in Somerset, New Jersey.

How did shareholders vote on CareCloud director Cameron Munter?

Director nominee Cameron Munter received 10,117,487 votes for election and 5,254,902 votes withheld, with no broker non-votes reported. While he received fewer “for” votes than another nominee, shareholders still provided sufficient support for his election to the CareCloud board.

Did any CareCloud (CCLD) proposal show significant broker non-votes?

One proposal received 24,966,489 votes for, 133,725 against, 115,592 abstentions, and 9,843,417 broker non-votes. Broker non-votes arise when brokers lack authority to vote certain shares on non-routine matters, and are detailed in the annual meeting results.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2026

CareCloud, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-36529		22-3832302
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7 Clyde Road, Somerset, New Jersey 08873
(Address of principal executive offices, zip code)

(732) 873-5133

(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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

☐	Written communications 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, par value $0.001 per share		CCLD		Nasdaq Global Market

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

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2026, at the Annual Meeting of Shareholders (the “Annual Meeting”) of CareCloud, Inc., (the “Company”), held in Somerset, New Jersey, the Company’s shareholders approved the 2026 Equity Incentive Plan (the “Plan”) to authorize the issuance of up to 1,000,000 shares of the Company’s common stock. The Company’s Board of Directors previously approved the Plan, subject to shareholder approval.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which was attached as Appendix A to the Company’s Proxy Statement (the “Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission on April 7, 2026, and is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

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

As of April 7, 2026, the record date, there were 42,492,949 shares of common stock outstanding and eligible to vote on all items at the Annual Meeting. The proposals considered at the Annual Meeting are described in detail in the Company’s Proxy Statement filed on April 7, 2026. The proposals described below were voted upon at the Annual Meeting and the number of votes cast with respect to each such proposal was as follows:

The two nominees listed below were elected to the Board of Directors with each director receiving votes as follows:

Election of Directors	For		Withheld		Broker Non-Votes
Mahmud Haq		13,756,792		1,615,597		0
Cameron Munter		10,117,487		5,254,902		0

The compensation of the Company’s named executive officers as disclosed in the Company’s 2026 Proxy Statement was approved on an advisory basis, receiving votes as follows:

For				Against				Abstain				Broker Non-Votes
	14,107,802				674,933				589,654				0

CareCloud’s 2026 Equity Incentive Plan was approved, receiving votes as follows:

For				Against				Abstain				Broker Non-Votes
	10,823,967				4,022,996				525,424				0

The appointment of Tanner LLP as our independent registered public accounting firm for the year ending December 31, 2026 was approved, receiving votes as follows:

For				Against				Abstain				Broker Non-Votes
	24,966,489				133,725				115,592				9,843,417

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1	CareCloud, Inc. 2026 Equity Incentive Plan
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	CareCloud, Inc.

Date: June 5, 2026	By:	/s/ Norman Roth
		Norman Roth
		Interim Chief Financial Officer and Corporate Controller

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents