{"url_path":"/sec/lucd/8-k/2026-06-24/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 ****Submission","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1799011/0001493152-26-029943-index.html","accession_number":"0001493152-26-029943","cik":"0001799011","ticker":"LUCD","issuer_name":"Lucid Diagnostics Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1799011/0001493152-26-029943-index.html","primary_entity_key":"0001799011","primary_entity_name":"Lucid Diagnostics Inc."},"word_count":494,"has_tables":true,"body_markdown":"** **\n\n**Item\n5.07.****Submission\nof Matters to a Vote of Security Holders.**\n\n \n\nOn\nJune 24, 2026, Lucid Diagnostics Inc. (the “Company”) held an annual meeting of stockholders (the “Annual\nMeeting”). Stockholders representing approximately 84.7% of the shares outstanding and entitled to vote were present in person\nor by proxy. At the Annual Meeting, the stockholders elected each of management’s nominees for director and approved each of the\nother matters considered. A description of the matters considered by the stockholders and a tally of the votes on each such matter are\nset forth below.\n\n \n\n1.\nThe election of three members of the Company’s board of directors as Class B directors, to hold office until the third\nsucceeding annual meeting and until their respective successors are duly elected and qualified. The Board is divided into three\nclasses, Class A, Class B and Class C. As of the Annual Meeting, there were two directors in Class A, Stanley N. Lapidus and Jacque\nJ. Sokolov, M.D., whose terms expire at the 2028 annual meeting of stockholders, three directors in Class B, James L. Cox, M.D.,\nJohn R. Palumbo and Ronald M. Sparks, whose terms expired at the Annual Meeting, and three directors in Class C, Lishan Aklog, M.D.,\nDennis A. Matheis and Debra J. White, whose terms expire at the 2027 annual meeting of stockholders. The board nominated Dr. Cox,\nMr. Palumbo and Mr. Sparks for re-election as Class B directors. Each of the board’s nominees for director was elected, as\nfollows:\n\n \n\n**Name**\n \n**For**\n \n**Authority\nWithheld**\n \n**Broker\nNon-Votes**\n\nJames\nL. Cox, M.D.\n \n97,413,460\n \n21,957,997\n \n46,065,680\n\nJohn\nR. Palumbo\n \n99,146,219\n \n20,225,238\n \n46,065,680\n\nRonald\nM. Sparks\n \n97,277,136\n \n22,094,321\n \n46,065,680\n\n \n\n2.\nA proposal to approve an amendment (the “Amendment”) to the Company’s certificate of incorporation, as\namended (the “Certificate of Incorporation”), to increase the total number of shares of common stock the Company\nis authorized to issue by 100,000,000 shares, from 300,000,000 shares to 400,000,000 shares. The amendment was approved, as\nfollows:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n \n**Broker\nNon-Votes**\n\n152,941,468\n \n12,113,250\n \n382,419\n \n—\n\n \n\nA\nfuller description of the Amendment is set forth beginning on page 7 of the Definitive Proxy Statement on Schedule 14A, filed by the\nCompany on April 30, 2026 (the “Definitive Proxy Statement”), which description is incorporated herein by reference.\nThe description of the amendment from the Definitive Proxy Statement does not purport to be complete and is qualified in its entirety\nby reference to the full text of the amendment, which is included as Annex A to the Definitive Proxy Statement and is incorporated herein\nby reference.\n\n \n\nA\ncertificate of amendment reflecting the Amendment was filed with the Delaware Secretary of State on June 24, 2026 and became effective\non such date.\n\n \n\n3.\nA proposal to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered certified public accounting\nfirm for the year ending December 31, 2025. The ratification of the appointment of CBIZ CPAs P.C. was approved, as\nfollows:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n \n**Broker\nNon-Votes**\n\n161,813,118\n \n2,425,251\n \n1,198,768\n \n—"}