VSee Health (NASDAQ: VSEE) wins approval for reverse stock split authority
Rhea-AI Filing Summary
VSEE HEALTH, INC. (VSEE) reported the results of its August 25, 2026 annual meeting of stockholders. Common stock outstanding as of the July 6, 2026 record date was 55,679,813 shares, and 121.698 shares of preferred stock were outstanding; holders representing 50.65% of combined voting power were present, constituting a quorum.
Stockholders elected Kevin Lowdermilk and Colin O’Sullivan as directors until the 2029 annual meeting. They also ratified WWC, P.C. as independent registered public accounting firm for the year ending December 31, 2026. In addition, stockholders approved giving the board discretionary authority to implement one or more Reverse Stock Splits of the common stock within a range of 1-for-20 up to 1-for-80, provided aggregate splits do not exceed 1-for-80 and any reverse split is completed no later than the second anniversary of the record date. An adjournment proposal related to these items was also approved.
Positive
- None.
Negative
- None.
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
Common stock outstanding at record date: 55,679,813 shares
Preferred stock voting power: 12,169.8 votes
Shares represented at meeting: 28,208,699 shares
+5 more
8 metrics
Common stock outstanding at record date
55,679,813 shares
Common stock outstanding as of July 6, 2026 record date
Preferred stock voting power
12,169.8 votes
Votes entitled from 121.698 preferred shares at the annual meeting
Shares represented at meeting
28,208,699 shares
Common and preferred shares present in person or by proxy
Quorum percentage
50.65%
Percentage of total outstanding shares entitled to vote represented
Reverse Stock Split authority range
1-for-20 to 1-for-80
Approved ratios for potential Reverse Stock Splits of common stock
Reverse Stock Split votes for
26,433,405
Votes in favor of granting reverse split authority
Auditor ratification votes for
27,539,111
Votes to ratify WWC, P.C. as independent registered public accounting firm
Director Lowdermilk votes for
18,300,518
Votes for election of Kevin Lowdermilk as director
Key Terms
Reverse Stock Split, broker non-votes, quorum, adjourn the Annual Meeting, +1 more
5 terms
Reverse Stock Split financial
"effect one or more consolidations of the issued and outstanding shares of Common Stock"
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 regulatory
"ABSTAIN | | BROKER NON-VOTES 26,433,405 | | 1,748,270 | | 27,024 | | -"
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.
quorum regulatory
"representing 50.65% of the total outstanding shares ... constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
adjourn the Annual Meeting regulatory
"approved of a proposal to adjourn the Annual Meeting to a later date or dates"
independent registered public accounting firm financial
"ratified the appointment of WWC, 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.
FAQ
What did VSEE stockholders approve at the August 25, 2026 annual meeting?
Stockholders elected two directors, ratified WWC, P.C. as auditor for 2026, approved discretionary authority for the board to execute one or more Reverse Stock Splits within a 1-for-20 to 1-for-80 range, and approved an adjournment proposal related to these matters.
What Reverse Stock Split authority did VSEE (VSEE) stockholders grant?
Stockholders approved granting the board authority to effect one or more Reverse Stock Splits combining and reclassifying issued and outstanding common stock at ratios between 1-for-20 and 1-for-80, so long as splits in aggregate do not exceed 1-for-80 and are completed within two years of the record date.
What quorum was present at VSEE’s 2026 annual meeting?
Holders of 28,208,699 shares of common and preferred stock were present in person or by proxy, representing 50.65% of the total outstanding shares entitled to vote, which constituted a quorum under the company’s bylaws.
What were the vote results on the VSEE Reverse Stock Split proposal?
The Reverse Stock Split authority proposal received 26,433,405 votes for, 1,748,270 against, 27,024 abstentions, and no broker non-votes, resulting in approval of the discretionary authority for the board.
Who was elected to VSEE’s board at the 2026 annual meeting?
Stockholders elected Kevin Lowdermilk and Colin O’Sullivan as directors to serve until the 2029 annual meeting or until their successors are duly elected or appointed and qualified.
AI-generated analysis. How Rhea-AI works. Not financial advice.
