---
schema_version: "secwatch.filing_event.v1"
accession: "0001554859-23-000056"
form_type: "8-K"
ticker: null
cik: "0001554859"
company_name: "Semler Scientific, Inc."
filed_at: "2023-10-23T23:59:59+00:00"
generated_at: "2026-06-09T16:39:20.831482+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001554859-23-000056
- form_type: 8-K
- cik: 0001554859
- company_name: Semler Scientific, Inc.
- filed_at: 2023-10-23T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.02, 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1554859/000155485923000056/0001554859-23-000056-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1554859/000155485923000056/smlr-20231019x8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001554859-23-000056
- JSON: https://secwatch.observer/filing/0001554859-23-000056.json
- Plain text: https://secwatch.observer/filing/0001554859-23-000056.txt

## Key facts
- Executive change
  Arthur Leibowitz departed as Director at Semler Scientific, Inc..
  - Action: stepped down
  - Role: Director
  source text: Dr. Leibowitz stepped down as a Class II director effective upon the Annual Meeting.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1554859/000155485923000056/0001554859-23-000056-index.htm
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1554859/000155485923000056/0001554859-23-000056-index.htm
- Shareholder Votes
  Semler Scientific, Inc. shareholders approved Election of Eric Semler as Class II Director.
  - Proposal: director election
  - Outcome: passed
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1554859/000155485923000056/0001554859-23-000056-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.