Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.




At the 2023 Annual Meeting of Stockholders (the "2023 Annual Meeting") of
InfuSystem Holdings, Inc. (the "Company") held on May 16, 2023, the Company's
stockholders approved the First Amendment (the "First Amendment") to the
InfuSystem Holdings, Inc. 2021 Equity Incentive Plan (as amended, the "2021
Plan"), which was previously approved by the Company's Board of Directors (the
"Board"). The First Amendment increased the maximum number of shares of the
Company's common stock (the "Common Stock") reserved for issuance under the 2021
Equity Plan to 5,000,000 shares, plus the number of shares of Common Stock
underlying any award granted under the InfuSystem Holdings, Inc. 2014 Equity
Plan (the "Prior Plan") that expire, terminate or are cancelled or forfeited
under the terms of the Prior Plan, an increase of 2,500,000 shares. The terms of
the 2021 Plan provide for the grant of stock options, stock appreciation rights,
restricted stock, restricted stock units, performance shares, other equity-based
awards and cash awards. The 2021 Plan is administered by the Board's
Compensation Committee, which committee has full power to select participants to
whom awards may be granted and to determine the types of awards to be granted,
the number of shares to be covered by each award granted and the terms and
conditions of each award granted, among other things. Eligible participants
under the 2021 Plan include employees, consultants, and directors of the Company
and its affiliates.

In addition, at the 2023 Annual Meeting, the Company's stockholders approved the
InfuSystem Holdings, Inc. 2023 Employee Stock Purchase Plan (the "2023 ESPP"),
which was previously approved by the Company's Board. In connection with the
adoption of the 2023 ESPP, the Company's Board terminated the InfuSystem
Holdings, Inc. Employee Stock Purchase Plan (the "Prior ESPP"). Following
termination of the Prior ESPP, all rights the Company intends to grant under an
"employee stock purchase plan" as such term is defined in section 423 of the
Internal Revenue Code of 1986, as amended, will be granted under the 2023 ESPP.
The 2023 ESPP provides that a maximum of 300,000 shares of Common Stock, plus
any shares remaining under the Prior ESPP after the close of its final offering
period, are available for sale under the 2023 ESPP. The terms of the 2023 ESPP
provide eligible participants electing to participate in the plan with an option
to acquire shares of Common Stock during specified offering periods. The per
share option exercise price at which shares of Common Stock will be sold under
the 2023 ESPP will be equal to the lesser of (i) 85% of the closing price of a
share of Common Stock on the NYSE American (or such other exchange on which the
shares of Common Stock are traded) on the first day of an offering period or
(ii) 85% of the closing price of a share of Common Stock on the purchase date.
The 2023 ESPP is administered by the Board's Compensation Committee. Eligible
participants under the plan include all full-time employees and certain
part-time employees of the Company who meet certain eligibility requirements set
forth in the 2023 ESPP. Participation in the 2023 ESPP for any eligible employee
is voluntary.

Summaries of the First Amendment to the 2021 Plan and the 2023 ESPP are included
in Proposal Nos. 3 and 4, respectively, of the Company's definitive proxy
statement filed with the Securities and Exchange Commission on April 10, 2023.
The foregoing descriptions of the First Amendment to the 2021 Plan and the 2023
ESPP are not complete and are qualified in their entirety by reference to the
First Amendment to the 2021 Plan and the 2023 ESPP, copies of which are filed
herewith as Exhibits 10.1 and 10.2, respectively, and incorporated herein by
reference.

Item 9.01 - Financial Statements and Exhibits



(d) Exhibits

Exhibit No.               Description
10.1                        First Amendment to the InfuSystem Holdings, Inc. 2021 Equi    ty
                          Incentive Plan
10.2                        InfuSystem Holdings, Inc. 2023 Employee Stock Purchase Plan
104                       Cover Page Interactive Data File (embedded within

the Inline XBRL document)

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