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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 10, 2021

Ontrak, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-31932 88-0464853
(State or other jurisdiction
of incorporation) 		(Commission File Number) (IRS Employer
Identification No.)

2120 Colorado Ave., Suite 230, Santa Monica, CA 90404
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code   (310) 444-4300


(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.0001 par value OTRK The NASDAQ Global Market
9.50% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value OTRKP The NASDAQ Global Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




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

On August 10, 2021, Ontrak, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the "Annual Meeting"). The following matters were considered:

1. Election of Directors

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:

For
Withhold
Broker Non-Vote
1. Terren S. Peizer
12,073,319
542,938
2,622,466
2. Richard A. Berman
12,176,866
439,391
2,622,466
3. Michael Sherman
12,550,633
65,624
2,622,466
4. Edward Zecchini
12,572,254
44,003
2,622,466
5. Diane Seloff
12,587,365
28,892
2,622,466
6. Robert Rebak
12,582,467
33,790
2,622,466
7. Gustavo Giraldo
12,572,804
43,453
2,622,466
8. Katherine Quinn
12,178,705
437,552
2,622,466


2. Approval and Ratification of Auditors

Stockholders approved and ratified the appointment of EisnerAmper LLP to serve as the Company’s independent registered public accounting firm for the 2021 fiscal year. The voting results were as follows:

For
Against
Abstain
Broker Non-Vote
15,185,222
32,633
20,868
0


3. Advisory Say-on-Pay Resolution

Stockholders approved the following resolution “RESOLVED that the stockholders approve the compensation of the Company’s named executive officers as disclosed in the compensation tables and the related disclosure contained in the proxy statement. The voting results were as follows:
For
Against
Abstain
Broker Non-Vote
11,787,097
625,913
203,247
2,622,466


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.
Ontrak, Inc.
Date: August 10, 2021 By: /s/ Brandon H. LaVerne
Brandon H. LaVerne
Chief Financial Officer


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