SECURITIES AND EXCHANGE COMMISSION
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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously reported on Form 8-K filed on April 23, 2023, Arthur “Abbie” Leibowitz indicated his intent not to stand for re-election as a Class II director of the board of directors of Semler Scientific, Inc., or Semler Sci, at its year’s Annual Meeting of Stockholders, or the Annual Meeting. Accordingly, Dr. Leibowitz stepped down as a Class II director effective upon the Annual Meeting. Dr. Leibowitz’s resignation was not due to any disagreement on any matter relating to Semler’s operations, policies or practices.
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting on October 19, 2023, Semler Sci’s stockholders approved an amendment to Semler Sci’s amended and restated certificate of incorporation to limit the liability of certain officers of Semler Sci as permitted by recent amendments to Delaware law. 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.
The foregoing description is qualified in its entirety by the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, Semler Sci’s stockholders voted on four proposals, each of which is described in more detail in Semler Sci’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 8, 2023. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to each matter.
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:
Proposal 2. Stockholders approved, on a non-binding advisory basis, the compensation of Semler Sci’s named executive officers. The voting results for were as follows:
Proposal 3. Stockholders approved an amendment to our amended and restated certificate of incorporation to limit the liability of certain company officers as permitted by recent amendments to Delaware law. The voting results were as follows:
Proposal 4. Stockholders ratified the selection of BDO USA, P.C. as Semler Sci’s independent registered public accounting firm for the year ending December 31, 2023. The voting results were as follows:
Item 9.01Financial Statements and Exhibits.
Cover Page Interactive Data File (Embedded within the Inline XBRL Document).
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SEMLER SCIENTIFIC, INC.
Date: October 23, 2023
/s/ Renae Cormier
Name: Renae Cormier
Title: Chief Financial Officer
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “SEMLER SCIENTIFIC, INC.”, FILED IN THIS OFFICE ON THE NINETEENTH DAY OF OCTOBER,
A.D. 2023, AT 2:19 O`CLOCK P.M.
5404039 8100Authentication: 204414749
SR# 20233771415Date: 10-19-23
You may verify this certificate online at corp.delaware.gov/authver.shtml
DocuSign Envelope ID: 384E2AC2-C14B-4E1E-BA72-E2FF78B46986
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
SEMLER SCIENTIFIC, INC.
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
Semler Scientific, Inc. (the "Corporation''), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:
ONE:This Certificate of Amendment (the "Certificate of Amendment'') amends the provisions of the Corporation's Amended and Restated Certificate of lncorporation, as amended (the "Certificate of lncorporation").
TWO:The terms and provisions of this Certificate of Amendment have been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
THREE: That Article IX of the Certificate of Incorporation be and hereby is deleted in its entirety and the following is inserted in lieu thereof:
modification. For purposes of this Article Ninth, "Officer" shall mean an individual who has been duly appointed as an officer of the Corporation and who, at the time of an act or omission as to which liability is asserted, is deemed to have consented to service of process to the registered agent of the Corporation as contemplated by 10 Del. C. § 3114(b)."
IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of the Corporation on this 19th day of October, 2023.
State of Delaware Secretary of State Division of Corporations
Delivered 02:19P.M1011912023 FILED 02:19 PM10/19/2023
SR 20233771415 - FileNumber