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    OTRK   US6833731044

ONTRAK, INC.

(OTRK)
  Report
Delayed Nasdaq  -  04:00 2022-12-09 pm EST
0.3856 USD   +6.20%
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ONTRAK, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

08/31/2022 | 04:08pm EST

Item 5.07 Submission of Matters to a Vote of Security Holders.


On August 29, 2022, Ontrak, Inc. (the "Company") held its 2022 Annual Meeting of
Stockholders (the "Annual Meeting"). The following matters were considered at
the Annual Meeting:

1. Board Election Proposal

Stockholders elected all of the Company's nominees for director for one-year
terms expiring on the next annual meeting of stockholders. The voting results
were as follows:

                                                                                                  Outstanding Shares -  Voted Shares - %
                                           For               Withhold         Broker Non-Vote          % Voted For         Voted For
1. Terren S. Peizer                    10,961,809            194,455             3,597,545                52.3%              74.3%
2. Richard A. Berman                   10,864,147            292,117             3,597,545                51.8%              73.6%
3. Michael Sherman                     10,147,897           1,008,367            3,597,545                48.4%              68.8%



2. Auditor Ratification Proposal

Stockholders approved and ratified the appointment of EisnerAmper LLP to serve as the Company's independent registered public accounting firm for the 2022 fiscal year. The voting results were as follows:


                                                                                        Outstanding Shares -  Voted Shares - %
          For                 Against              Abstain          Broker Non-Vote          % Voted For         Voted For
      14,517,807               92,573              143,428                 0                    69.2%              98.4%



3. 2017 Plan Amendment Proposal


Stockholders approved an amendment to the terms of the Company's 2017 Stock
Incentive Plan (as amended to date, the "2017 Plan") to (i) provide for an
additional 4,000,000 shares to be issued in connection with awards granted
thereunder, and (ii) to amend the "evergreen" or automatic replenishment
provision of the 2017 Plan pursuant to which the number of shares authorized for
issuance under the 2017 Plan is automatically increased on an annual basis to 3%
of the issued and outstanding shares of the Company. The voting results were as
follows:

                                                                                           Outstanding Shares -  Voted Shares - %
        For                Against                 Abstain             Broker Non-Vote          % Voted For         Voted For
     9,719,068            1,418,210                18,986                 3,597,545                46.4%              65.9%




4. Shares Issuance Proposal

Stockholders approved the issuance of shares of common stock of the Company to
Acuitas Capital LLC pursuant to a Master Note Purchase Agreement dated April 15,
2022, for the purposes of complying with NASDAQ Listing Rule 5635. The voting
results were as follows:

                                                                                             Outstanding Shares -  Voted Shares - %
         For                 Against                 Abstain             Broker Non-Vote          % Voted For         Voted For
      10,967,966             171,732                 16,566                 3,597,545                52.3%              74.3%




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5. Warrant Issuance Proposal


Stockholders approved the issuance of warrants and shares underlying such
warrants to Acuitas Capital LLC pursuant to a Master Note Purchase Agreement
dated April 15, 2022, for purposes of complying with NASDAQ Listing Rule 5635,
to the extent required. The voting results were as follows:

                                                                                             Outstanding Shares -  Voted Shares - %
         For                 Against                 Abstain             Broker Non-Vote          % Voted For         Voted For
      10,960,608             174,078                 21,578                 3,597,545                52.3%              74.3%



6. Director Retention Plan Proposal

Stockholders approved the non-employee director retention plan. The voting results were as follows:


                                                                                             Outstanding Shares -  Voted Shares - %
         For                 Against                 Abstain             Broker Non-Vote          % Voted For         Voted For
      10,363,627             769,207                 23,430                 3,597,545                49.4%              70.2%



7. Charter Amendment Proposal


Stockholders approved an amendment to the Company's Amended and Restated
Certificate of Incorporation, as amended (the "Certificate of Incorporation"),
to remove certain restrictions on transfers of the Company's securities as set
out in Article EIGHTH of the Certificate of Incorporation. The voting results
were as follows:

                                                                                             Outstanding Shares -  Voted Shares - %
         For                 Against                 Abstain             Broker Non-Vote          % Voted For         Voted For
      10,965,690             168,934                 21,640                 3,597,545                52.3%              74.3%




8. Adjournment Proposal

Stockholders approved the adjournment of the meeting, if necessary or advisable,
to solicit additional proxies in favor of Proposal 7 if there are not sufficient
votes to approve Proposal 7. The voting results were as follows:

                                                                                             Outstanding Shares -  Voted Shares - %
         For                 Against                 Abstain             Broker Non-Vote          % Voted For         Voted For
      14,263,010             443,903                 46,893                     0                    68.0%              96.7%











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