Accuray (ARAY) Proxy filing summary

Executive summary

• Special Meeting scheduled for October 6, 2026, to approve key financing and capital structure changes.

• Financing Transaction includes $55M investment: $15M cash and $40M debt conversion into Series A Preferred Stock.

• Warrants for 15.3M shares issued at $0.01 per share; 27.6M existing warrants to be cancelled upon closing.

• Board formed a special committee of independent directors to negotiate the transaction.

• Board unanimously recommends voting FOR all proposals to support transformation and liquidity.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of Common Stock upon conversion of Series A Preferred Stock and exercise of Warrants, potentially triggering a change of control under Nasdaq rules.

• Proposal 2: Amend Certificate of Incorporation to increase authorized Common Stock from 200M to 400M shares.

• Proposal 3: Approve reverse stock split at a ratio between 1-for-15 and 1-for-40 to regain Nasdaq compliance.

• Proposal 4: Approve adjournment of the meeting to solicit additional proxies if needed.

• Board recommends FOR all proposals; no other business is expected at the meeting.

Board of directors and corporate governance

• Board size reduced from eight to seven; TCW gains right to designate up to two directors.

• New independent director to be added within 120 days of closing.

• Preferred Directors must serve on key committees, subject to independence requirements.

• Board classified into three classes with staggered terms; anti-takeover provisions in place.