908 Devices (MASS) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 11, 2026, with voting on director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• Stockholders of record as of April 16, 2026, are eligible to vote; 37,446,534 shares of common stock are outstanding and entitled to vote.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact, with printed copies available upon request.

Voting matters and shareholder proposals

• Election of three Class III directors to serve until the 2029 annual meeting.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay).

• Advisory vote on the frequency of future say-on-pay votes, with the board recommending annual votes.

• Procedures for submitting shareholder proposals and director nominations for future meetings are detailed, with specific deadlines and requirements.

Board of directors and corporate governance

• Board consists of nine directors, with a majority qualifying as independent under Nasdaq rules.

• Directors are divided into three classes with staggered three-year terms.

• Committees include audit, compensation, and nominating/corporate governance, each with defined charters and responsibilities.

• Stock ownership policy requires directors and executives to hold specified multiples of salary or retainer in company stock.

• Insider trading, hedging, and pledging of company stock are restricted by policy.