Accuray (ARAY) Proxy filing summary

Executive summary

• Annual meeting set for Nov. 19, 2026, as a virtual webcast; agenda covers director election, advisory say-on-pay and auditor ratification.

• FY26 revenue was $401.9M, orders net of cancellations were $192M and adjusted EBITDA margin was 2.64%; each fell below its bonus-plan threshold.

Voting matters and shareholder proposals

• Richard A. Meier is nominated for a Class II term through the 2029 annual meeting; directors require a majority of votes cast, and the Board recommends FOR.

• Say-on-pay is annual and nonbinding; 87.6% of votes cast supported FY25 executive compensation, and the Board recommends FOR FY26 compensation.

• Grant Thornton LLP is proposed for ratification as auditor for FY27; the Board recommends FOR, and ratification requires a majority of voting power present and entitled to vote.

• Stockholders of record on Oct. 8, 2026 may vote; 119,555,592 common shares were outstanding, with one vote per share and no cumulative director voting.

Board of directors and corporate governance

• Mika Nishimura will leave the Board at the annual meeting; the Board nominated incumbent Richard A. Meier, who joined in October 2026.

• A July 2026 securities purchase agreement reduced authorized Board size to seven; TCW may designate two preferred directors after closing, and a new independent seventh director is to be elected within 120 days of closing.

• In September 2026, the Board dissolved the Nominating and Corporate Governance Committee and Science and Technology Committee; independent directors assumed nominating, governance and ESG oversight duties.

• Board Chair and CEO roles remain separate; the Board reports six current directors and considers the separation beneficial to independent oversight.