CareCloud (MTBC) Proxy Filing summary

Executive summary

• Special Meeting of Series A Preferred Shareholders scheduled for August 23, 2024, to vote on amending the Series A Preferred Stock Certificate and potential adjournment to solicit more proxies if needed.

• The proposed amendment aligns Series A Preferred Stock terms with Series B, introduces a change of control provision, reduces the dividend rate from 11% to 8.75%, and adds an exchange feature for conversion to common stock.

• The Board recommends voting in favor of both the amendment and the adjournment proposal, citing benefits to shareholders and the company.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) amending the Series A Preferred Stock Certificate, and (2) approving adjournment of the meeting if more time is needed for proxy solicitation.

• Approval of the amendment requires a two-thirds majority of outstanding Series A Preferred Stock; adjournment requires a majority of shares present or represented by proxy.

• Shareholder proposals for the 2025 Annual Meeting must be received by January 3, 2025, with additional advance notice requirements for other business or director nominations.

Board of directors and corporate governance

• The Board adopted the amendment proposal on May 30, 2024, after consulting management, legal counsel, and financial advisors.

• Corporate governance materials, including committee charters and codes of conduct, are available online.