HeartBeam, Inc.
For the period ended Dec 31, 2024. Filed May 29, 2025.
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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.
Dec 31, 2024 · Filed May 29, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant☑
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
|---|---|
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under § 240.14a-12 |
HeartBeam, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the boxes that apply):
| þ | No fee required. |
|---|---|
| ¨ | Fee paid previously with preliminary materials. |
2118 Walsh Avenue, Suite 210
Santa Clara, CA 95050
(408) 899-4443
Notice of 2025 Annual Meeting of Shareholders
Dear HeartBeam Shareholders:
It is our pleasure to invite you to attend HeartBeam, Inc.’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”).
| Date: | July 11, 2025, Friday |
|---|---|
| Time: | 1:00 p.m., Eastern Daylight Time |
| Virtual Location: | You can attend the Annual Meeting online, including to vote and/or submit questions, at www.virtualshareholdermeeting.com/BEAT2025. See page 1 of the accompanying proxy statement for additional information regarding participation in the virtual meeting. |
| Items of Business: | At the Annual Meeting, shareholders will be asked to vote: |
To elect the following eight persons to serve as directors of the Company until the 2026 Annual Meeting of Shareholders and thereafter until their successors have been elected and qualified: Richard Ferrari, Branislav Vajdic, George A. de Urioste, Marga Ortigas-Wedekind, Willem Elfrink, Mark Strome, Kenneth Nelson, Michael Jaff, and Robert Eno;
To approve the appointment of CBIZ CPAs P.C. as the independent registered public accounting firm of the Company for 2025;
To amend the 2022 Equity Incentive Plan to increase authorized shares; and
To transact such other business as may properly come before the meeting or any continuation, postponement or adjournment thereof.
| Record Date: | You are entitled to notice of the Annual Meeting, and can participate and vote at the Annual Meeting if you were a shareholder of record as of the close of business on May 12, 2025. |
|---|---|
| Voting: | Your vote is very important to us. Whether or not you plan to attend the virtual Annual Meeting, please ensure your shares are represented by voting promptly. For instructions on how to vote your shares, please refer to the instructions included with this proxy statement or on your proxy card or voting instruction form. |
By order of the Board of Directors,
/s/ Robert Eno
Robert Eno
Director and Chief Executive Officer
Santa Clara, California, May 28, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON Friday July 11, 2025:Our official Notice of Annual Meeting of Shareholders, Proxy Statement and2024 Annual Report to Shareholders are available at:www.proxyvote.com
TABLE OF CONTENTS
| Page Number | |
|---|---|
| Proxy Statement | 1 |
| Information About the Annual Meeting | 1 |
| Proposal No.1 Election of Directors | 4 |
| Directors, Executive Officers and Corporate Governance | 4 |
| Audit Committee Report | 11 |
| Compensation Overview | 11 |
| Executive Compensation | 14 |
| Director Compensation | 18 |
| Security Ownership of Certain Beneficial Owners and Management | 18 |
| Certain Relationships and Related Transactions | 20 |
| Proposal No.2 Appointment of CBIZ CPAs P.C. as the Independent Registered Public Accounting Firm of the Company for 2025 | 20 |
| Proposal No.3 Approval of the Amendment to the 2022 Equity Incentive Plan | 21 |
| Householding | 29 |
| Shareholder Proposals | 29 |
| Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held July 11, 2025 | 29 |
| Other Matters | 29 |
| Appendix A – Amendment to the 2022 Equity Incentive Plan | 30 |
| Proxy Card | 32 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.