Nexalin Technology (NXL) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 11, 2026, to be held virtually, with voting on key corporate proposals and director elections.

• Record date for voting is July 6, 2026; proxy materials distributed starting July 17, 2026.

• Shareholders can vote via internet, phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Election of five directors for one-year terms.

• Approval of the 2026 Equity Incentive Plan, replacing the 2023 plan and authorizing new equity awards.

• Authorization for one or more reverse stock splits at ratios between 1-for-2 and 1-for-100, up to 1-for-250 in aggregate.

• Amendment to authorize 10 million shares of blank check preferred stock.

• Amendment to provide officer exculpation in line with Delaware law.

• Ratification of CBIZ CPAs P.C. as independent auditors for fiscal year 2026.

Board of directors and corporate governance

• Board consists of five members, with separate Chairman and CEO roles to enhance governance.

• All directors attended at least 75% of meetings in 2025; three directors are independent per Nasdaq standards.

• Standing Audit, Compensation, and Nominating Committees, each with defined charters and independent members.

• Stockholders can communicate directly with the Board via established processes.