Accuray (ARAY) Proxy Filing summary

Executive summary

• Announced a major organizational, strategic, and operational transformation to drive performance and growth, with most initiatives to be implemented during the current fiscal year.

• Appointed Steve La Neve as CEO, succeeding Suzanne Winter, who will remain as an advisor through November 2025.

• Steven F. Mayer named Transformation Board Sponsor to lead planning and execution of transformation initiatives.

• Transformation plan aims to increase operating margins, enhance agility, and position for sustainable, profitable growth.

• Preliminary Q1 FY2026 results show service revenues ahead of plan, but product revenues below expectations in EIMEA and China; total revenues estimated at $92.5–$94 million, with adjusted EBITDA at approximately ($4) million.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the 2026 Equity Incentive Plan at the 2025 Annual Meeting, enabling new equity awards for executives and consultants.

• Chan W. Galbato nominated to the Board of Directors, bringing extensive operational and board experience.

Board of directors and corporate governance

• Board appointed Steve La Neve as CEO and Steven F. Mayer as Transformation Board Sponsor.

• Board to adopt resolutions conferring authority to the Transformation Board Sponsor for leading transformation initiatives.

• Board nominated Chan W. Galbato, a seasoned executive and board member, to join the Board.