CareCloud, Inc.
For the period ended Dec 31, 2024. Filed Apr 3, 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 Apr 3, 2025
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Contents
Cover page
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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 |
CareCloud, 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 all boxes that apply):
| ☒ | No fee required. |
|---|
| ☐ | Fee paid previously with preliminary materials. |
|---|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
CareCloud, Inc.
7 Clyde Road
Somerset, NJ 08873
April 8, 2025
Dear Fellow Shareholder:
It is my pleasure to invite you to attend the Annual Meeting of Shareholders of CareCloud, Inc. (the “Company”) at 11:00 a.m., Eastern Time, on Tuesday, May 27, 2025 at our principal executive offices at 7 Clyde Road, Somerset, NJ 08873.
The following pages contain the formal Notice of the Annual Meeting and the Proxy Statement. If you plan to attend the Annual Meeting, please detach the Admission Ticket from your proxy card and bring it to the Annual Meeting. The proxy materials will be first sent or given to shareholders on or about April 8, 2025.
At this year’s Annual Meeting, you will be asked to vote on the proposals set forth in the Notice of Annual Meeting of Shareholders and proxy statement, which describes the formal business to be conducted at the Annual Meeting and follows this letter.
Your vote is important. Whether you plan to attend the Annual Meeting in person or not, we hope you will vote your shares as soon as possible. Please mark, sign, date, and return the accompanying card in the provided postage-paid envelope or instruct us via the Internet as to how you would like your shares voted. Instructions are on the proxy card. This will ensure representation of your shares if you are unable to attend.
Sincerely,
/s/ Norman Roth
Norman Roth
Interim Chief Financial Officer and Assistant Corporate Secretary
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 27, 2025
TIME
11:00 a.m., Eastern Time, on
Tuesday, May 27, 2025
PURPOSE
| ● | To elect to the Board of Directors (the “Board”) the following nominees presented by the Board: Anne Busquet, Bill Korn, and Lawrence Sharnak. |
| ● | To approve, on an advisory basis, the compensation of CareCloud, Inc.’s (the “Company”) named executive officers (“Say-On-Pay”), as disclosed in the Company’s 2025 Proxy Statement’s compensation tables and any related information found in such Proxy Statement. |
| ● | To approve the appointment of Rosenberg Rich Baker Berman, P.A. (“RRBB”) as our independent registered public accounting firm for the year ending December 31, 2025. |
| ● | To consider and act on such other business as may properly come before the Annual Meeting on any postponement(s) or adjustment(s) thereof. |
DOCUMENTS
This Notice is only an overview of the proxy statement and proxy card included in this mailing which is also available athttps://ir.carecloud.com/sec-filings. The Notice of Internet Availability will be mailed to shareholders on or about April 8, 2025.
PLACE
The Company’s principal executive offices located at 7 Clyde Road, Somerset, NJ 08873.
RECORD DATE
Owners of shares of the Company’s common stock, as of the close of business on March 31, 2025, will receive notice of and be entitled to vote at the Annual Meeting and any adjournments.
VOTING
Even if you plan to attend the Annual Meeting, please mark, sign, date, and return the enclosed proxy card in the enclosed postage-paid envelope. You may revoke your proxy by filing with the Assistant Corporate Secretary of the Company a written revocation or by submitting a duly executed proxy bearing a later date. If you are present at the Annual Meeting, you may revoke your proxy and vote in person on each matter brought before the Annual Meeting. You may also vote over the Internet using the Internet address on the proxy card. To be considered, all votes must be received by midnight on May 21, 2025.
Norman Roth
Interim Chief Financial Officer and Assistant Corporate Secretary
Dated: April 8, 2025
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TABLE OF CONTENTS
| Page | |
|---|---|
| Questions and Answers | 1 |
| Security Ownership of Certain Beneficial Owners and Management | 4 |
| Corporate Governance | 5 |
| Related Person Transaction Policy | 8 |
| Board of Directors, Committees and Subcommittees of the Board | 10 |
| Director Compensation Table | 12 |
| Pay Versus Performance | 13 |
| Report of the Audit Committee | 20 |
| Relationship with Independent Registered Public Accounting Firm | 21 |
| Matters to Be Acted Upon | 22 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.