Accuray (ARAY) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on November 21, 2024, with voting on key proposals including director elections, amendments to equity and stock purchase plans, executive compensation, and auditor ratification.

• Only shareholders of record as of September 23, 2024, are entitled to vote, with 100,273,770 shares outstanding, each entitled to one vote per item.

• The board recommends voting in favor of all proposals, and shareholders can vote online, by phone, or by mail.

Voting matters and shareholder proposals

• Election of two Class III directors to serve until 2027.

• Approval of amendments to the 2016 Equity Incentive Plan (increase by 5,000,000 shares) and 2007 Employee Stock Purchase Plan (increase by 2,500,000 shares).

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

• Ratification of Grant Thornton LLP as independent auditor for fiscal year ending June 30, 2025.

• No other shareholder proposals or business are anticipated.

Board of directors and corporate governance

• Board consists of eight directors, with a mix of industry, financial, and leadership experience; four women and four men, meeting Nasdaq diversity objectives.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Science and Technology.

• Majority voting standard for director elections; directors submit contingent resignations if not elected by majority.

• Board leadership is separated between Chairperson and CEO.