Beyond Air (XAIR) Proxy filing summary

Executive summary

• Annual meeting scheduled for Dec. 10, 2026; proposals cover five director seats, auditor ratification, advisory executive-pay approval and possible adjournment to solicit votes.

• Fiscal year-end changed from March 31 to Dec. 31, creating a transition period from April 1 through Dec. 31, 2026; the next fiscal year begins Jan. 1, 2027.

Voting matters and shareholder proposals

• Board recommends FOR all five director nominees and FOR auditor ratification, say-on-pay and adjournment if needed.

• Director election requires a plurality; auditor, say-on-pay and adjournment proposals each require a majority of shares present or represented and entitled to vote.

• Stockholders of record as of Oct. 12, 2026 may vote; 1,665,482 common shares were outstanding, with one vote per share and no cumulative voting.

• Bylaw nominations and proposals for the next annual meeting generally must arrive Aug. 12–Sept. 11, 2027; Rule 14a-19 notice for opposition director nominees is due by Oct. 11, 2027.

Board of directors and corporate governance

• Five directors are nominated; four are independent under Nasdaq standards. Robert F. Carey is board chair and Robert S. Goodman is CEO.

• Board held seven meetings in FY ended March 31, 2026; each director attended at least 75% of applicable board and committee meetings.

• Audit, compensation and nominating committees met five, two and two times, respectively, in FY ended March 31, 2026.

• Board will continue reassessing its leadership structure; stockholders may send communications to the board through the CEO, with the Corporate Secretary forwarding appropriate matters.