Milestone Scientific (MLSS) Proxy filing summary

Executive summary

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

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

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

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

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; all other proposals require direct shareholder instruction.

• Majority of votes cast required for approval of all proposals except director elections, which use plurality voting.

• Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• Board consists of six members, four of whom are independent; five are nominated for re-election.

• Board leadership is separated between Chairman and CEO roles to enhance governance and oversight.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independent members.

• Audit Committee chaired by Benedetta Casamento, who is also designated as the audit committee financial expert.

• Board has established processes for shareholder communication and compliance with Section 16(a) reporting.