SeaStar Medical (NASDAQ: ICU) boosts equity plan share reserve at 2026 meeting
Rhea-AI Filing Summary
SeaStar Medical Holding Corporation reported results from its annual stockholder meeting held on June 17, 2026. Stockholders approved an amendment and restatement of the 2022 Omnibus Incentive Plan, increasing the number of authorized shares of common stock available under the plan from 207,046 shares to 896,546 shares, supporting future equity-based compensation.
Stockholders also elected John Neuman as a Class I director to serve until the 2029 annual meeting. They ratified the appointment of WithumSmith+Brown, PC as the independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved a proposal allowing adjournment or postponement of the meeting if additional proxy solicitation were needed.
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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 shares before amendment: 207,046 shares
Equity plan shares after amendment: 896,546 shares
Director election votes for: 757,141 votes
+3 more
6 metrics
Equity plan shares before amendment
207,046 shares
Authorized under 2022 Omnibus Incentive Plan before increase
Equity plan shares after amendment
896,546 shares
Authorized under 2022 Omnibus Incentive Plan after stockholder approval
Director election votes for
757,141 votes
Votes for election of John Neuman as Class I director
Equity plan amendment votes for
551,233 votes
Votes for approving the amended and restated 2022 Omnibus Incentive Plan
Auditor ratification votes for
2,151,096 votes
Votes for ratifying WithumSmith+Brown, PC as 2026 auditor
Adjournment proposal votes for
2,035,262 votes
Votes for allowing adjournment or postponement of the annual meeting
Key Terms
2022 Omnibus Incentive Plan, reverse stock split, broker non-votes, independent registered public accounting firm, +1 more
5 terms
2022 Omnibus Incentive Plan financial
"approve an amendment and restatement of the Company’s 2022 Omnibus Incentive Plan"
reverse stock split financial
"from 207,046, as adjusted for a January 5, 2026, 1-for-10 reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
broker non-votes financial
"4,829 | | Broker Non-Votes John Neuman | | 757,141 | | 23,212 | | 4,829 | | 1,395,732"
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 financial
"To ratify the appointment of WithumSmith+Brown, PC as our 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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did SeaStar Medical (ICU) change in its 2022 Omnibus Incentive Plan?
SeaStar Medical increased authorized common shares under its 2022 Omnibus Incentive Plan from 207,046 to 896,546. This larger pool supports future equity-based awards to directors, officers, and employees, aligning compensation with stock performance over time.
Which director was elected at SeaStar Medical’s 2026 annual meeting?
Stockholders elected John Neuman as a Class I director to serve until the 2029 annual meeting. His election received 757,141 votes for, 23,212 against, 4,829 abstentions, and 1,395,732 broker non-votes recorded on the proposal.
Did SeaStar Medical (ICU) stockholders approve the equity incentive plan amendment?
Yes. The amendment to increase shares under the 2022 Omnibus Incentive Plan was approved with 551,233 votes for, 223,813 against, 10,136 abstentions, and 1,395,732 broker non-votes, authorizing a higher share reserve for future equity awards.
Who is SeaStar Medical’s independent auditor for 2026?
Stockholders ratified WithumSmith+Brown, PC as SeaStar Medical’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 2,151,096 votes for, 22,746 against, and 7,072 abstentions, with no broker non-votes.
Was the adjournment proposal approved at SeaStar Medical’s annual meeting?
Yes. Stockholders approved a proposal allowing the annual meeting to be adjourned or postponed if needed for further proxy solicitation. The vote totaled 2,035,262 for, 123,747 against, and 21,905 abstentions, providing flexibility in handling future meeting logistics.