SBC Medical Group Holdings (SBC) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on July 9, 2026 JST (July 8, 2026 ET), with voting and participation available online for all shareholders.

• Key items for shareholder vote include election of four directors, ratification of the independent auditor, and several amendments to the certificate of incorporation.

• The board recommends voting in favor of all director nominees, auditor ratification, and each proposed charter amendment.

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

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of four directors for one-year terms, (2) ratification of MaloneBailey, LLP as auditor for FY2026, (3) amendment to eliminate plurality voting for directors, (4) amendment to allow director removal without cause, (5) opt-out of Section 203 of the DGCL, (6) officer exculpation, and (7) other technical charter amendments.

• Each proposal requires a majority of outstanding shares to pass, except director elections, which are by plurality (pending amendment).

• Shareholder proposals for the 2027 meeting must be submitted by specified deadlines and in accordance with bylaws.

Board of directors and corporate governance

• The board will be reduced to four members at the meeting, with a search underway for a fifth independent director.

• Current directors: Yoshiyuki Aikawa (CEO/Chair), Yuya Yoshida (CFO/COO), Ken Edahiro, and Fumitoshi Fujiwara; majority are independent.

• Board committees include audit, compensation, and nominating/corporate governance, each composed of independent directors.

• The company is a “controlled company” under Nasdaq rules, with Dr. Aikawa holding 81.7% voting power, but does not currently rely on governance exemptions.