UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 4, 2025, MultiSensor AI Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, a total of 18,388,894 shares of common stock were present in person or by remote communication or represented by proxy at the meeting, representing approximately 55.16% of the Company’s outstanding common stock as of the April 15, 2025 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s definitive Proxy Statement on Schedule 14A filed on April 25, 2025 (the “Proxy Statement”) and the supplement to the Proxy Statement filed on June 2, 2025 with the Securities and Exchange Commission.
Item 1 - Election of Margaret Chu, Stuart V Flavin III, Daniel Friedberg, David Gow and Petros Kitsos as directors to hold office until the Company’s annual meeting of stockholders to be held in 2026 and until their respective successors have been duly elected and qualified.
| NOMINEE | Votes FOR | Votes WITHHELD |
Broker Non-Votes | ||||||
| Margaret Chu | 12,675,149 | 419,987 | 5,293,758 | ||||||
| Stuart V Flavin III | 13,044,446 | 50,690 | 5,293,758 | ||||||
| Daniel Friedberg | 13,044,232 | 50,904 | 5,293,758 | ||||||
| David Gow | 13,044,710 | 50,426 | 5,293,758 | ||||||
| Petros Kitsos | 11,963,847 | 1,131,289 | 5,293,758 |
Item 2 - Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025.
| Votes FOR | Votes AGAINST | Votes ABSTAINED |
| 18,046,038 | 327,818 | 15,038 |
Item 3 - Approval of an amendment to the Company’s 2023 Incentive Award Plan to increase the number of shares of common stock reserved for issuance pursuant to awards.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | ||||
| 11,585,216 | 1,494,392 | 15,528 | 5,293,758 |
Item 4 - Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal No. 3.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | ||||
| 11,601,529 | 1,478,587 | 15,020 | 5,293,758 |
Based on the foregoing votes, the director nominees were elected and each of Items 2, 3 and 4 were approved.
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.
| MULTISENSOR AI HOLDINGS, INC. | ||
| Date: June 6, 2025 | By: | /s/ Robert Nadolny |
| Robert Nadolny | ||
| Chief Financial Officer and Secretary | ||