{"url_path":"/sec/mdaiw/8-k/2026-06-01/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1833498/0001213900-26-063486-index.html","accession_number":"0001213900-26-063486","cik":"0001833498","ticker":"MDAI","issuer_name":"Spectral AI, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1833498/0001213900-26-063486-index.html","primary_entity_key":"0001833498","primary_entity_name":"Spectral AI, Inc."},"word_count":370,"has_tables":true,"body_markdown":"**Item\n5.07 Submission of Matters to a Vote of Security Holders**\n\n \n\nThe 2026 Annual\nMeeting (the “Annual Meeting”) of Stockholders of the Company was held on May 29, 2026. A total of 31,823,985 shares\nof the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), were eligible and entitled to vote at\nthe Annual Meeting and a total of 17,267,570 shares of the Company’s Common Stock were represented at the Annual Meeting (or 54.30% of\nthe eligible shares). The matters voted on at the Annual Meeting were as follows:\n\n \n\n1.\nProposal 1: Election of Directors:\n\n \n\nThe following individuals,\neach of whom was nominated for election to the Board of Directors (the “Board”) by the Company, were elected by the\nstockholders at the Annual Meeting for a term of one year expiring at the 2027 Annual Meeting of stockholders.\n\n \n\n**Name**** **\n**Votes\nFor**** **** **\n**Votes\nAgainst**** **** **\n**Abstentions**** **** **\n**Broker\nNon-Votes**** **\n\nJ. Michael DiMaio \n 10,157,155  \n -  \n 1,087,280  \n 6,023,135 \n\nRichard Cotton \n 10,020,873  \n -  \n 1,223,562  \n 6,023,135 \n\nMartin Mellish \n 10,916,549  \n -  \n 327,886  \n 6,023,135 \n\nDeepak Sadagopan \n 11,061,892  \n -  \n 182,543  \n 6,023,135 \n\nMarion Snyder \n 10,916,357  \n -  \n 328,078  \n 6,023,135 \n\n \n\nThe nomination of\neach of the above-mentioned directors was made by the Board. Dr. DiMaio, Mr. Cotton, Mr. Mellish, Mr. Sadagopan and Ms. Snyder were each\ncompleting their previous term as members of the Board since their election at the Company’s 2025 Annual Meeting.\n\n  \n\n2.\nProposal 2: (Advisory) Non-Binding ratification of the appointment of the Company’s independent registered public accounting firm:\n\n \n\nThe stockholders voted at\nthe Annual Meeting to ratify the appointment of Forvis Mazars LLP as the Company’s independent registered public accounting firm\nfor fiscal year 2026.\n\n \n\n**Votes For**** **** **\n**Votes Against**** **** **\n**Abstentions**** **** **\n**Broker Non-Votes**** **\n\n 16,980,334  \n 15,679  \n 271,557  \n - \n\n \n\n3.\nProposal 3: To authorize, for purposes of Nasdaq Marketplace Rule 5635(d), the reservation and issuance of shares of common stock of the Company, par value $0.0001 per share for sale to Hudson Bay Master Fund Ltd. pursuant to that certain Securities Purchase Agreement, dated October 24, 2025 (the “Purchase Agreement”) at the purchase price per share as determined pursuant to the Purchase Agreement (the “Hudson Bay Proposal”).\n\n \n\nThe stockholders voted at\nthe Annual Meeting to approve the Hudson Bay Proposal.\n\n \n\n**Votes For**** **** **\n**Votes Against**** **** **\n**Abstentions**** **** **\n**Broker Non-Votes**** **\n\n 9,272,055  \n 1,838,069  \n 134,311  \n 6,023,135 \n\n \n\n1"}