American Shared Hospital Services

06/30/2026 | Press release | Distributed by Public on 06/30/2026 11:34

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 24, 2026, American Shared Hospital Services (the "Company"), held its annual meeting of shareholders (the "Annual Meeting"). As discussed in Item 5.07 of this Current Report on Form 8-K, the Company's shareholders voted at the Annual Meeting to approve the Amendment and Restatement of the Company's Incentive Compensation Plan (the "Incentive Plan"). For a summary of the material terms of the Incentive Plan and the purpose and effect of the Incentive Plan amendment, see "Proposal No. 3" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026.
Item 5.07 Submission of Matters to a Vote of Securities Holders.
The Company held the Annual Meeting on June 24, 2026. There was present in person or by proxy at the Annual Meeting shareholders voting 4,490,690 shares that represented 67.75% of the 6,627,466 shares outstanding and entitled to vote at the meeting which represented a quorum. Set forth below are the final voting totals as provided by American Election Services, LLC, the independent inspector of elections for the Annual Meeting.
Proposal One: Election of Directors:
Nominee
For
Withheld
No Vote
Daniel G. Kelly, Jr.
2,372,253
420,123
1,698,314
Kathleen Miles
2,568,080
224,296
1,698,314
Raymond C. Stachowiak
2,568,376
224,000
1,698,314
Vicki L. Wilson
2,576,460
215,916
1,698,314
All four individuals were elected to serve on the Board of Directors until the next annual meeting of shareholders.
Proposal Two: Advisory Vote on the Company's Executive Compensation.
There were 2,323,066 votes for, 455,680 votes against, 13,630 votes abstained, and 1,698,314 broker non-votes. The votes 'for' constituted a majority of those voting in person or by proxy on the proposal, and also represented at least a majority of the voting power required to constitute a quorum at the Annual Meeting.
Proposal Three: Approval of the Company's Incentive Compensation Plan
The shareholders approved the Incentive Plan. There were 2,315,553 votes for, 466,750 votes against, 10,073 votes abstained, and 1,698,314 broker non-votes. The votes 'for' constituted a majority of those voting in person or by proxy on the proposal, and also represented at least a majority of the voting power required to constitute a quorum at the Annual Meeting.
Proposal Four: Ratification of Independent Registered Public Accounting Firm
There were 4,274,726 votes for, 197,844 votes against, 18,120 votes abstained, and no broker non-votes. The votes 'for' constituted a majority of those voting in person or by proxy on the proposal, and also represented at least a majority of the voting power required to constitute a quorum at the Annual Meeting. Therefore, the Company's shareholders approved the ratification of the appointment of Baker Tilly US, LLP, as the Company's independent registered public accounting firm for the year ending December 31, 2026.
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