BioRestorative Therapies (BRTX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 19, 2024, to elect one Class I director, approve an amendment to the 2021 Stock Incentive Plan, and ratify the selection of Marcum LLP as independent auditor.

• Proxy materials are available electronically, and shareholders of record as of August 1, 2024, are eligible to vote.

• Voting can be done by internet, phone, or mail, and proxies may be revoked at any time before the meeting.

Voting matters and shareholder proposals

• Proposals include electing one Class I director, amending the 2021 Stock Incentive Plan to increase authorized shares from 3,850,000 to 6,850,000, and ratifying Marcum LLP as auditor.

• Only Proposal 3 (auditor ratification) is considered a routine matter for broker voting; others require direct shareholder instruction.

• Shareholder proposals for the 2025 meeting must be received by April 10, 2025, and must meet specific bylaw requirements.

• Procedures for nominating directors and submitting proposals are detailed, including compliance with universal proxy rules.

Board of directors and corporate governance

• Board consists of five members, with committees for audit, nominating, and compensation.

• All committee members, except executive officers, are independent under Nasdaq rules.

• Board held five meetings in 2023; all directors attended at least 75% of meetings.

• Board leadership combines CEO and Chairman roles, with risk oversight shared among the board and committees.

• Scientific Advisory Board includes leading medical professionals in relevant fields.