CareCloud (MTBC) Proxy Filing summary

Executive summary

• Special meeting scheduled for January 27, 2025, for common stock shareholders to vote on increasing authorized shares from 35 million to 85 million.

• The increase aims to support growth initiatives, future acquisitions, and potential conversion of Series A Preferred Stock.

• Board and executive team collectively own over 38% of common stock and strongly support the proposal.

• Company achieved a 23% CAGR over the past decade, $10M+ free cash flow in the first three quarters of 2024, and a 50% YoY increase in adjusted EBITDA.

Voting matters and shareholder proposals

• Shareholders will vote on two proposals: (1) increasing authorized common shares to 85 million, and (2) allowing adjournment of the meeting if more time is needed to solicit votes.

• Approval of the share increase requires more than 50% of outstanding common stock; adjournment requires a majority of shares present or represented by proxy.

• Voting can be done electronically, by mail, or in person at the special meeting.

Board of directors and corporate governance

• Board believes the share increase is in the best interests of shareholders, providing flexibility for acquisitions and capital structure management.

• Board and executive team have significant ownership, aligning their interests with shareholders.