BioRestorative Therapies (BRTX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 18, 2025, to address director elections, stock plan amendment, auditor ratification, and executive compensation advisory vote.

• Proxy materials are available online, and shareholders of record as of July 31, 2025, are eligible to vote.

• Board recommends voting in favor of all proposals, including director nominees and compensation plans.

Voting matters and shareholder proposals

• Election of two Class II directors to serve until the 2028 annual meeting.

• Proposal to amend the 2021 Stock Incentive Plan, increasing authorized shares from 6,850,000 to 9,850,000.

• Ratification of CBIZ CPAs P.C. as independent auditor for fiscal year ending December 31, 2025.

• Non-binding advisory vote on executive compensation (say-on-pay).

• Procedures for shareholder proposals and director nominations detailed, with specific deadlines and requirements.

Board of directors and corporate governance

• Board consists of five members, with three classified as independent under Nasdaq rules.

• Committees include Audit, Compensation, and Nominating, each with defined charters and independent members.

• Board leadership combines CEO and Chairman roles; no lead independent director.

• Scientific Advisory Board supports the company with external expertise.