SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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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 |
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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 | |
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