PROCEPT BioRobotics (PRCT) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 9, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Only shareholders of record as of April 10, 2026, are eligible to vote, with detailed instructions for both record and beneficial holders.

• The company emphasizes virtual meetings for broader access, cost savings, and environmental benefits.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors (Antal Desai, Mary Garrett, Frederic Moll, M.D.) for terms expiring in 2029.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026 is on the agenda.

• A non-binding advisory vote on executive compensation (say-on-pay) is included.

• Board recommends voting FOR all proposals.

• Procedures for submitting shareholder proposals and nominations for the 2027 meeting are detailed, with deadlines and requirements.

Board of directors and corporate governance

• The board consists of nine members divided into three staggered classes, with a majority deemed independent under Nasdaq standards.

• Chair and CEO roles are separated to reinforce board independence.

• Board committees include Audit, Compensation, and Nominating & ESG, all composed of independent directors.

• Directors are encouraged to attend annual meetings; board and committee attendance exceeded 75% in 2025.

• Stock ownership policy requires directors to hold shares valued at five times their base annual retainer.