Heartflow, Inc.
For the period ended Jun 16, 2026. Filed Apr 29, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 16, 2026 · Filed Apr 29, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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Payment of Filing Fee (Check all boxes that apply):
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 16, 2026
April 29, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 annual meeting of the stockholders (the “Annual Meeting”) of Heartflow, Inc., a Delaware corporation (“we,” “us,” “Heartflow” or the “Company”). The Annual Meeting will be held in a virtual format via a live internet webcast atwww.proxydocs.com/HTFL on Tuesday, June 16, 2026 at 8:00 a.m. (Pacific Time) for the following purposes:
| 1. | Elect the two nominees as Class I directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The nominees for election are Julie A. Cullivan and John C.M. Farquhar; |
| 2. | Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Heartflow for the fiscal year ending December 31, 2026; and |
| 3. | Conduct any other business properly brought before the Annual Meeting. |
These items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders.
The record date for the Annual Meeting is April 24, 2026 (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and may vote at, the Annual Meeting or any continuation, postponement or adjournment thereof. We are mailing the Notice Regarding the Availability of Proxy Materials, or the proxy statement and proxy card, as applicable, beginning on April 29, 2026 to our stockholders of record on the Record Date.
The 2026 Annual Meeting will be held in a virtual meeting format only, via live internet, with no physical in-person meeting. Stockholders will be able to attend, vote and submit questions via the internet similar to attendance at anin-person meeting. You are cordially invited to attend. If you plan to participate in the virtual Annual Meeting, please see the Questions and Answers section below for further information.
If you have any questions or need assistance in voting your shares, please write to Heartflow Investor Relations at IR@heartflow.com.
By Order of the Board of Directors
Angela Ahmad
Chief Legal & Compliance Officer
San Francisco, California
YOUR VOTE IS IMPORTANT! ALL STOCKHOLDERS ARE CORDIALLY INVITED
TO VIRTUALLY ATTEND THE ANNUAL MEETING
Whether or not you plan to attend the Annual Meeting, please submit your proxy or voting instructions as promptly as possible in order to ensure representation at the Annual Meeting. Even if you have voted by proxy, you may still vote at the Annual Meeting if you have registered in advance to attend the virtual Annual Meeting atwww.proxydocs.com/HTFL prior to the registration deadline of June 15, 2026 at 5:00 p.m. (Eastern Time). You will need your control number located with the proxy materials you received for the Annual Meeting to register. Please also note that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you will be required to obtain a legal proxy issued in your name from that record holder in order to be entitled to vote at the Annual Meeting. Please follow the instructions provided by your broker, bank or other nominee.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.