Semler Scientific holds annual meeting; director resigned, charter amendment approved

Semler Scientific, Inc.

Director Arthur Leibowitz stepped down at Oct 19 annual meeting; resignation not due to any disagreement.
Stockholders approved charter amendment limiting officer liability under new Delaware law.
Eric Semler elected Class II director for term ending 2026 with 2,991,786 votes for.
Say-on-pay passed with 4,425,030 votes for; BDO USA ratified as auditor for FY 2023.

item 5.02 item 5.03 item 5.07 item 9.01

Executive movements

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Departed

Arthur Leibowitz

Director

Semler Scientific, Inc.

Filed: October 23, 2023, 7:59 PM ET

Dr. Leibowitz stepped down as a Class II director effective upon the Annual Meeting.

Key facts

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Executive change SEC 8-K Item 5.02 confidence 0.95

Arthur Leibowitz departed as Director at Semler Scientific, Inc..

Action: stepped down
Role: Director

Exact text from the filing

Dr. Leibowitz stepped down as a Class II director effective upon the Annual Meeting.

View on SEC.gov

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

Semler Scientific, Inc.: Amended certificate of incorporation to limit liability of certain officers as permitted by Delaware law (effective 2023-10-19).

Change: charter amendment
Effective: 2023-10-19

Exact text from the filing

The certificate of amendment of Semler Sci’s amended and restated certificate of incorporation, or the Certificate of Amendment, was filed with the Secretary of State of the State of Delaware on October 19, 2023 and became effective upon filing.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.99

Semler Scientific, Inc. shareholders approved Election of Eric Semler as Class II Director.

Proposal: director election
Outcome: passed

Exact text from the filing

Proposal 1. Stockholders elected the following nominee to serve as the Class II Director on Semler Sci’s board of directors until Semler Sci’s 2026 Annual Meeting of Stockholders or until his respective successor has been duly elected and qualified. The voting results for the nominee were as follows: Director Name Votes For Votes Withheld Broker Non-Votes Eric Semler 2,991,786 1,510,494 1,017,650

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Source: SEC EDGAR

accession 0001554859-23-000056

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