Cloudastructure Inc.

09/10/2025 | Press release | Distributed by Public on 09/10/2025 14:06

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers

On June 27, 2025, the Board of Directors (the "Board") of Cloudastructure, Inc. (the "Company") adopted, subject to stockholder approval, the Cloudastructure, Inc. Amended and Restated 2024 Equity Incentive Plan (the "Plan"). The Plan provides for the grant of a variety of equity-based awards and increases the number of shares available for issuance under the Company's existing 2024 Stock Option Plan by 2,000,000 shares (from 17,500,000 to 19,500,000). At the Company's annual meeting of stockholders held on September 5, 2025 (the "Meeting"), the Company's stockholders approved the Plan.

A summary of the Plan is included under "Proposal 4: Proposal to Approve the Cloudastructure, Inc. Amended and Restated 2024 Equity Incentive Plan" in, and a copy of the Plan was attached as Appendix A to, the Company's definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission ("SEC") on July 22, 2025.

Item 5.07 Submission of Matters to a Vote of Security Holders

The annual meeting of the stockholders of the Company was held on September 5, 2025, at which the matters listed below were submitted to a vote of the stockholders through the solicitation of proxies. The proposals are described in the Company's definitive proxy statement on Schedule 14A, filed with the SEC on July 22, 2025. The voting results are as follows:

(1) The following nominee was elected to serve a three-year term on the Company's Board of Directors by the following votes:

For Against Abstain Broker Non-Votes
Ruba Qashu 4,763,019 158,782 3,243,435
(2) The appointment of Bush & Associates CPA LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified by the following votes:
For Against Abstain Broker Non-Votes
8,029,820 65,285 70,131 N/A
(3) The authorization of the issuance of additional shares of Series 2 Convertible Preferred Stock, and shares of Class A common stock issuable upon conversion of such preferred stock, in one or more private placements in excess of 20% of the Company's outstanding common stock pursuant to a financing transaction entered into with Streeterville Capital, LLC, was approved by the following votes:
For Against Abstain Broker Non-Votes
4,623,364 238,822 59,615 3,243,435
(4) The Cloudastructure, Inc. Amended and Restated 2024 Equity Incentive Plan was approved by the following votes:
For Against Abstain Broker Non-Votes
4,585,130 281,658 55,013 3,243,435
Cloudastructure Inc. published this content on September 10, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 10, 2025 at 20:06 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]