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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2026, at the Annual Meeting of Shareholders (the “Annual Meeting”) of CareCloud, Inc., (the “Company”), held in Somerset, New Jersey, the Company’s shareholders approved the 2026 Equity Incentive Plan (the “Plan”) to authorize the issuance of up to 1,000,000 shares of the Company’s common stock. The Company’s Board of Directors previously approved the Plan, subject to shareholder approval.
The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which was attached as Appendix A to the Company’s Proxy Statement (the “Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission on April 7, 2026, and is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As of April 7, 2026, the record date, there were 42,492,949 shares of common stock outstanding and eligible to vote on all items at the Annual Meeting. The proposals considered at the Annual Meeting are described in detail in the Company’s Proxy Statement filed on April 7, 2026. The proposals described below were voted upon at the Annual Meeting and the number of votes cast with respect to each such proposal was as follows:
| 1. | The two nominees listed below were elected to the Board of Directors with each director receiving votes as follows: |
| Election of Directors | For | Withheld | Broker Non-Votes | |||||||||
| Mahmud Haq | 13,756,792 | 1,615,597 | 0 | |||||||||
| Cameron Munter | 10,117,487 | 5,254,902 | 0 | |||||||||
| 2. | The compensation of the Company’s named executive officers as disclosed in the Company’s 2026 Proxy Statement was approved on an advisory basis, receiving votes as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 14,107,802 | 674,933 | 589,654 | 0 | |||||||||||
| 3. | CareCloud’s 2026 Equity Incentive Plan was approved, receiving votes as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 10,823,967 | 4,022,996 | 525,424 | 0 | |||||||||||
| 4. | The appointment of Tanner LLP as our independent registered public accounting firm for the year ending December 31, 2026 was approved, receiving votes as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 24,966,489 | 133,725 | 115,592 | 9,843,417 | |||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | CareCloud, Inc. 2026 Equity Incentive Plan |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CareCloud, Inc. | ||
| Date: June 5, 2026 | By: | /s/ Norman Roth |
| Norman Roth | ||
| Interim Chief Financial Officer and Corporate Controller | ||
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