Milestone Scientific (MLSS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for July 27, 2026, to be held virtually, with shareholders able to vote and submit questions online.

• Key proposals include director elections, amendments to increase authorized shares and equity plan shares, say-on-pay, and auditor ratification.

• Proxy materials and annual report are available online, with notice and access procedures to reduce costs and environmental impact.

• Record date for voting is May 28, 2026, with 88,449,412 shares outstanding.

Voting matters and shareholder proposals

• Proposals: elect five directors, increase authorized common stock to 135,000,000, amend equity plan to 28,750,000 shares, advisory say-on-pay, ratify Grassi & Co. as auditors, and other business.

• Only auditor ratification is considered a routine matter for broker voting; other proposals require direct shareholder instruction.

• Majority of votes cast required for approval of all proposals except director election, which is by plurality.

• Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• Board consists of six members, four independent; five nominees for election, with one current director not seeking re-election.

• Leadership structure separates Chairman and CEO roles for effective governance.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, each with written charters.

• Independence confirmed for key directors; stockholder communications process established.

• Code of Ethics and Clawback Policy in place, with compliance to SEC and NYSE standards.