Healthcare Triangle, Inc. DEF 14AProxy Statements

Directors / Nominees

For Proposal One, the election of directors, the nominees receiving the highest number of affirmative votes entitled to vote and cast will be elected as directors. For Proposal Two, an affirmative vote of a majority of the shares present in person, by remote communication (if applicable) or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter is required to ratify the appointment of SRCO Professional Corporation as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Field: Page; Sequence: 8; Value: 1 Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence Field: /Page For Proposal Three, Proposal Four, Proposal Five, Proposal Six, Proposal Seven and Proposal Eight, approval requires that the votes cast in favor of the proposal exceed the votes cast against the proposal, in accordance with Nasdaq Listing Rule 5635(e)(4), unless a higher vote is required under applicable law or our organizational documents. For Proposal Nine, an affirmative vote of a majority of the shares present in person, by remote communication (if applicable) or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter is required to approve the adjournment or postponement proposal. Effect of Abstentions and Broker Non-Votes Abstentions and “broker non-votes” (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter) are counted as present for purposes of determining the presence of a quorum. Shares voting “withheld” have no effect on the election of directors. Abstentions will have no effect on proposals for which approval is based on votes cast, including Proposal Three, Proposal Four, Proposal Five, Proposal Six, Proposal Seven and Proposal Eight; abstentions will have the effect of a vote against proposals for which approval is based on shares present and entitled to vote. Broker non-votes are not expected to count as votes cast on non-routine proposals. Under the rules that govern brokers holding shares for their customers, brokers who do not receive voting instructions from their customers have discretion to vote uninstructed shares on routine matters, but do not have discretion to vote such uninstructed shares on non-ro