--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-24-044245" form_type: "8-K" ticker: "MDAI" cik: "0001833498" company_name: "Spectral AI, Inc." filed_at: "2024-05-16T23:59:59+00:00" generated_at: "2026-06-01T21:40:07.799488+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Spectral AI expands board to seven, appoints Erich Spangenberg; shareholders approve equity plan and share issuance ## Summary - Board expanded to seven; Erich Spangenberg appointed as director, returning after declining reelection. - Six directors elected: Cotton, Carlson, DiMaio, Mellish, Sadagopan, Snyder for one-year terms. - Shareholders ratified adoption of 2023 Long Term Incentive Plan, replacing 2018 and 2022 plans. - Ratified KPMG LLP as independent auditor for fiscal 2024. - Authorized issuance of up to 6,369,937 shares to YA II PN, Ltd. under Standby Equity Purchase Agreement. ## SEC filing metadata - accession: 0001213900-24-044245 - form_type: 8-K - ticker: MDAI - cik: 0001833498 - company_name: Spectral AI, Inc. - filed_at: 2024-05-16T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.02, 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1833498/000121390024044245/0001213900-24-044245-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1833498/000121390024044245/ea0206397-8k_spectral.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-24-044245 - JSON: https://secwatch.observer/filing/0001213900-24-044245.json - Plain text: https://secwatch.observer/filing/0001213900-24-044245.txt ## Source-grounded claims - claim_id: c6d57b5848 claim: Erich Spangenberg was appointed as director at Spectral AI, Inc.. evidence_excerpt: Following the Annual Meeting (as defined below), the board of directors (the “ Board ”) of Spectral AI, Inc., a Delaware corporation (the “ Company ”) unanimously approved the expansion of the Board from six to seven members and appointed Erich Spangenberg to serve as a director on the Company’s Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390024044245/0001213900-24-044245-index.htm - claim_id: 2773522366bac6acc9380986b332bed9af4f12d2 claim: Spectral AI, Inc. shareholders approved Election of Directors: Richard Cotton, Peter M. Carlson, J. Michael DiMaio, Martin Mellish, Deepak Sadagopan, Marion Snyder at the 2024-05-14 meeting. evidence_excerpt: 1. Proposal 1 : Election of Directors: The following individuals, each of whom was nominated for election to the Board by the Company, were elected by the shareholders at the Annual Meeting for a term of one year expiring at the 2025 Annual Meeting of shareholders. Name Votes For Votes Against Abstentions Broker Non-Votes Richard Cotton 4,379,965 - 295,459 4,613,888 Peter M. Carlson 4,413,021 - 262,403 4,613,888 J. Michael DiMaio 4,379,932 - 295,492 4,613,888 Martin Mellish 4,571,221 - 104,203 4,613,888 Deepak Sadagopan 4,578,011 - 97,413 4,613,888 Marion Snyder 4,389,195 - 286,229 4,613,888 evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390024044245/0001213900-24-044245-index.htm - claim_id: 45275320b49c8eba574ea839e38945df03a3c959 claim: Spectral AI, Inc. shareholders approved Ratification of the adoption of the Spectral AI, Inc. 2023 Long Term Incentive Plan at the 2024-05-14 meeting. evidence_excerpt: 2. Proposal 2 : Ratification of the adoption of the Spectral AI, Inc. 2023 Long Term Incentive Plan: The shareholders voted at the Annual Meeting to ratify the adoption of the Company’s 2023 Long Term Incentive Plan (the “2023 Plan”). The options, restricted stock units and other securities issued pursuant to our 2018 Long Term Incentive Plan (the “2018 Plan”) and 2022 Long Term Incentive Plan (the “2022 Plan”) will be replaced with a corresponding security to be issued pursuant to the 2023 Plan. No new grants will be made under the 2022 Plan and the 2018 Plan and all outstanding grants under the 2018 Plan and 2022 Plan will be assumed by the 2023 Plan. Votes For Votes Against Abstentions Broker Non-Votes 4,410,233 200,529 64,662 4,613,888 evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390024044245/0001213900-24-044245-index.htm - claim_id: 990d81c4f3b77881ffcea7874da4e53edd0fbb20 claim: Spectral AI, Inc. shareholders approved (Advisory) Non-Binding ratification of the appointment of the Company’s independent registered public accounting firm at the 2024-05-14 meeting. evidence_excerpt: 3. Proposal 3 : (Advisory) Non-Binding ratification of the appointment of the Company’s independent registered public accounting firm: The shareholders voted at the Annual Meeting to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2024. Votes For Votes Against Abstentions Broker Non-Votes 9,118,326 46,845 124,141 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390024044245/0001213900-24-044245-index.htm - claim_id: f9f9a172473f3cede6dcdfcb22eeae1865b955d6 claim: Spectral AI, Inc. shareholders approved Authorization of the reservation and issuance of shares of Common Stock of the Company pursuant to the Standby Equity Purchase Agreement, dated March 20, 2024 at the 2024-05-14 meeting. evidence_excerpt: 4. Proposal 4 : Authorization of the reservation and issuance of shares of Common Stock of the Company pursuant to the Standby Equity Purchase Agreement, dated March 20, 2024: The shareholders voted at the Annual Meeting to authorize, for purposes of Nasdaq Marketplace Rule 5635, the reservation and issuance of 6,369,937 shares of Common Stock for sale to YA II PN, Ltd. pursuant to that certain Standby Equity Purchase Agreement, dated March 20, 2024 (the “Purchase Agreement”) at a purchase price per share as determined pursuant to the Purchase Agreement. Votes For Votes Against Abstentions Broker Non-Votes 4,488,372 150,199 36,853 4,613,888 evidence_url: https://www.sec.gov/Archives/edgar/data/1833498/000121390024044245/0001213900-24-044245-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.