Endovia Health Sciences (EDVA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for November 2026 will be held virtually, with no in-person attendance allowed.

• Six key proposals will be voted on, including director elections, auditor ratification, executive compensation, equity plan amendments, RSU grants, and potential adjournment.

• Board unanimously recommends voting in favor of all proposals.

• Proxy materials are distributed primarily online to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Election of four directors to serve until the next annual meeting.

• Ratification of Rose, Snyder & Jacobs LLP as independent auditor for 2026.

• Advisory vote on executive compensation (Say-on-Pay).

• Amendments to the 2025 Equity Incentive Plan to increase share authorization, add an Automatic Ownership Maintenance feature, and reprice options.

• Approval of RSU grants to officers and directors, representing 20% of fully diluted shares, with performance-based vesting.

• Proposal to adjourn the meeting if more time is needed for proxy solicitation.

Board of directors and corporate governance

• Board consists of four members, with three independent directors and one executive (Interim CEO).

• Three standing committees: Audit, Compensation, and Nominating, all comprised of independent directors.

• Board leadership is separated between the Interim CEO and Chairman.

• Executive Committee oversees expenditures due to limited cash resources.

• Code of Ethics, Clawback Policy, and Insider Trading Policy are in place.