Semler Scientific holders approve big share increase

Semler Scientific, Inc. reported the results of its 2025 annual stockholder meeting held on September 5, 2025.

Rhea-AI Filing Summary

Semler Scientific, Inc. reported the results of its 2025 annual stockholder meeting held on September 5, 2025. Stockholders elected William H.C. Chang as a Class I director to serve until the 2028 annual meeting and approved, on an advisory basis, the compensation of the company’s named executive officers.

Stockholders approved an amendment to the restated certificate of incorporation to increase authorized common stock from 50,000,000 shares to 210,000,000 shares, giving the company significantly more capacity to issue stock in the future. They did not approve a separate amendment that would have authorized 42,000,000 shares of blank-check preferred stock. Stockholders also ratified the selection of BDO USA, P.C. as the independent registered public accounting firm for the year ending December 31, 2025.

Insights

Corporate governance and capital structure analyst

Stockholders expanded authorized common shares but rejected new blank-check preferred stock.

Semler Scientific’s stockholders backed the existing board and pay practices, re-electing William H.C. Chang as a Class I director and approving executive compensation on an advisory basis. This signals support for current leadership and compensation structure based on the votes reported.

A key decision was approving an amendment to increase authorized common stock from 50,000,000 shares to 210,000,000 shares. This change enlarges the pool of shares the company may issue over time, for purposes such as financings, equity compensation, or acquisitions, if later approved by the board under applicable processes. The filing does not itself execute any specific issuance.

Stockholders did not approve a separate amendment that would have authorized 42,000,000 shares of blank-check preferred stock, which would have allowed the board to create new series of preferred shares with terms set later. They did ratify BDO USA, P.C. as auditor for the year ending December 31, 2025, maintaining continuity in the company’s external audit relationship.

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.

FAQ

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

What did Semler Scientific (SMLR) stockholders approve at the 2025 annual meeting?

At the 2025 annual meeting, Semler Scientific stockholders elected William H.C. Chang as a Class I director, approved on a non-binding advisory basis the compensation of named executive officers, approved an amendment to increase authorized common stock to 210,000,000 shares, and ratified BDO USA, P.C. as the independent registered public accounting firm for the year ending December 31, 2025.

How did Semler Scientific (SMLR) change its authorized share capital?

Stockholders approved an amendment to Semler Scientific’s restated certificate of incorporation increasing the total number of shares of common stock authorized for issuance from 50,000,000 shares to 210,000,000 shares, based on the vote reported under Proposal 3.

Did Semler Scientific (SMLR) stockholders approve blank-check preferred stock?

No. Stockholders did not approve the amendment to Semler Scientific’s restated certificate of incorporation that would have authorized the issuance of 42,000,000 shares of blank-check preferred stock, as shown in the vote results for Proposal 4.

Who was elected to Semler Scientific’s board at the 2025 meeting and what were the vote totals?

William H.C. Chang was elected as a Class I director to serve until the 2028 annual meeting. He received 6,817,708 votes for, 261,303 votes withheld, and 2,506,761 broker non-votes.

How did Semler Scientific (SMLR) stockholders vote on executive compensation in 2025?

On a non-binding advisory basis, stockholders approved the compensation of Semler Scientific’s named executive officers, with 6,803,887 votes for, 147,170 votes against, 127,954 abstentions, and 2,506,761 broker non-votes.

Which auditing firm did Semler Scientific (SMLR) stockholders ratify for 2025?

Stockholders ratified the selection of BDO USA, P.C. as Semler Scientific’s independent registered public accounting firm for the year ending December 31, 2025, with 9,551,669 votes for, 17,844 votes against, and 16,259 abstentions.

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

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Accepted by SEC EDGAR 09/05/2025 - 04:06 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): September 5, 2025

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SEMLER SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

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Delaware		001-36305		26-1367393
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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51 E Campbell Ave, Suite 107-D Campbell, CA		95008
(Address of principal executive offices)		(Zip Code)

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Registrant’s telephone number, including area code: (877) 774-4211

______________________

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 (see General Instruction A.2. below):

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☐	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))

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

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Title of each class		Trading  Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		SMLR		The Nasdaq Stock Market LLC

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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. ☐

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

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On September 5, 2025, at the 2025 annual meeting of stockholders, or the Annual Meeting, of Semler Scientific, Inc., or Semler Sci, Semler Sci’s stockholders voted on five proposals, each of which is described in more detail in Semler Sci’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on July 17, 2025, or the Proxy Statement. The following is a brief description of each matter voted upon and the certified results, including (for nominee for director) the number of votes cast for, withheld and broker non-votes, and for the other matters, the number of votes cast for and against, and the number or abstentions and broker non-votes.

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Proposal 1. Stockholders elected the following nominee to serve as a Class I Director on Semler Sci’s board of directors until Semler Sci’s 2028 annual meeting of stockholders or until his successor has been duly elected and qualified, or until his earlier resignation, death or removal. The voting results for the nominee were as follows:

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Director Name		Votes For		Votes Withheld		Broker Non-Votes
William H.C. Chang		6,817,708		261,303		2,506,761

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Proposal 2. Stockholders approved, on a non-binding advisory basis, the compensation of Semler Sci’s named executive officers. The voting results were as follows:

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Votes For		Votes Against		Abstentions		Broker Non-Votes
6,803,887		147,170		127,954		2,506,761

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Proposal 3. Stockholders approved the amendment of Semler Sci’s restated certificate of incorporation to increase the total number of shares of common stock authorized for issuance from 50,000,000 shares to 210,000,000 shares. The voting results were as follows:

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Votes For		Votes Against		Abstentions		Broker Non-Votes
6,905,107		2,209,591		86,897		0

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Proposal 4. Stockholders did not approve the amendment of the Semler Sci’s restated certificate of incorporation to authorize the issuance of 42,000,000 shares of “blank-check” preferred stock. The voting results were as follows:

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Votes For		Votes Against		Abstentions		Broker Non-Votes
4,495,642		2,498,626		84,746		2,506,758

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Proposal 5. Stockholders ratified the selection of BDO USA, P.C. as Semler Sci’s independent registered public accounting firm for the year ending December 31, 2025. The voting results were as follows:

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Votes For		Votes Against		Abstentions		Broker Non-Votes
9,551,669		17,844		16,259		0

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SIGNATURES

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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.

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	SEMLER SCIENTIFIC, INC. ​
Date: September 5, 2025	By:	/s/ Renae Cormier
		Name: Renae Cormier
		Title: Chief Financial Officer

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