Hyperfine shifts board leadership to Chairperson; stockholders approve officer liability cap

Hyperfine, Inc.

Bylaws amended to replace Executive Chairman with Chairperson; R. Scott Huennekens appointed Chairperson, Rothberg ceases as Vice Chair.
Stockholders approved Certificate of Amendment limiting officer liability under Delaware law (306M votes for, 3.6M against).
Directors Huennekens, Rothberg, Sainz, Dahldorf, Fattori, Wolterman reelected; Grant Thornton LLP ratified as auditor.
Nonemployee director compensation revised: Chairperson gets $40k annual cash retainer; annual equity grant changed to options for 112k shares.
Special one-time option grants: Dahldorf, Fattori, Wolterman each get 85k options at $1.97; Huennekens gets 237k options in exchange for cancellation of prior grant.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Hyperfine, Inc.: Filed Certificate of Amendment to limit officer liability under recent Delaware law (effective 2023-06-09).

Change: charter amendment
Effective: 2023-06-09

Exact text from the filing

On June 9, 2023, the Company filed a Certificate of Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to limit the liability of its officers as permitted by recent amendments to Delaware law (the “Charter Amendment”).

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Hyperfine, Inc.: Amended and restated bylaws to provide for a Chairperson in lieu of an Executive Chairman (effective 2023-06-08).

Change: bylaw amendment
Effective: 2023-06-08

Exact text from the filing

On June 8, 2023, the Board of Directors (the “Board”) of Hyperfine, Inc. (the “Company”) approved an amendment and restatement of the Company’s Bylaws (the “Amended and Restated Bylaws”), effective as of June 8, 2023, to provide for the Company to have a Chairperson in lieu of an Executive Chairman.

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Hyperfine, Inc. shareholders approved Election of directors at the 2023-06-08 meeting.

Proposal: director election
Outcome: passed
Meeting: 2023-06-08

Exact text from the filing

The following nominees were reelected to serve on the Board until the Company’s 2024 annual meeting of stockholders and until their respective successors have been elected and qualified, based on the following votes:

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Hyperfine, Inc. shareholders approved Ratification of Grant Thornton LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-08 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2023-06-08

Exact text from the filing

The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, based on the following votes:

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Hyperfine, Inc. shareholders approved Charter Amendment to limit liability of officers as permitted by recent amendments to Delaware law at the 2023-06-08 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-06-08

Exact text from the filing

The Charter Amendment was approved, based on the following votes:

View on SEC.gov

77 governance changes filed in the last 30 days. Browse all governance changes →

Hyperfine, Inc. filing history →

Source: SEC EDGAR

accession 0000950170-23-027473

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.