Atomera (ATOM) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 12, 2026, with shareholders able to vote and participate online.

• Shareholders of record as of March 13, 2026, are eligible to vote on key proposals, including director elections, auditor ratification, an amendment to increase authorized shares, and executive compensation.

• Proxy materials are distributed primarily via internet to reduce environmental impact and costs, with paper copies available upon request.

• Forward-looking statements are included, subject to risks and uncertainties as detailed in the annual report.

Voting matters and shareholder proposals

• Shareholders will vote to elect five directors, ratify CBIZ CPAs P.C. as the independent auditor, approve an amendment to increase authorized common stock to 95 million shares, and provide an advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 1, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of five members, four of whom are independent; all attended all meetings in 2025.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent directors and written charters.

• Cybersecurity subcommittee established under Audit Committee, meeting quarterly.

• Board leadership is separated between Chairman and CEO; risk oversight is distributed among committees.

• Policies prohibit speculative trading and require compliance with insider trading laws.

• Directors are indemnified to the fullest extent permitted by Delaware law.