Accuray (ARAY) Proxy filing summary

Executive summary

• Special Meeting scheduled for October 6, 2026, to approve critical financing and capital structure changes.

• Financing Transaction includes $15M cash investment and $40M debt-for-equity exchange, supporting transformation initiatives and liquidity.

• Board unanimously recommends all proposals, citing benefits such as deleveraging, increased liquidity, and improved compliance with Nasdaq requirements.

• Failure to approve proposals could trigger significant fees, maintain high debt, and increase dilution risk.

Voting matters and shareholder proposals

• Four proposals: (1) Nasdaq Stock Issuance, (2) Authorized Shares Increase, (3) Reverse Stock Split, (4) Adjournment if needed.

• Board recommends voting FOR all proposals.

• Proposals are designed to enable the financing transaction, increase authorized shares, effect a reverse split, and allow adjournment for additional proxy solicitation.

• Shareholders may submit questions in advance or during the virtual meeting.

Board of directors and corporate governance

• Board size reduced from eight to seven; TCW gains right to designate up to two directors.

• A new independent director to be added within 120 days of closing.

• Preferred Directors must serve on key committees, ensuring investor representation.

• Anti-takeover provisions include staggered board terms and supermajority requirements for certain changes.