Bullfrog AI (BFRG) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for September 20, 2024; ballot covers four director elections and ratification of M & K CPAs, PLLC for FY2024. The Board recommended FOR both proposals.

• Record date was July 29, 2024, with 7,850,550 common shares outstanding; each share carries one vote.

Voting matters and shareholder proposals

• Four incumbent nominees stand for election until the next annual meeting; the four nominees receiving the most FOR votes will be elected, and the Board unanimously recommended FOR each.

• Auditor ratification requires a majority of votes cast; abstentions and broker non-votes have no effect on either ballot item.

• Stockholder proposals for inclusion in next year's proxy materials are due April 30, 2025; other proposals require notice by May 31, 2025.

Board of directors and corporate governance

• Board nominees are Vininder Singh, R. Donald Elsey, William Enright and Jason D. Hanson; Elsey, Enright and Hanson were determined independent under Nasdaq rules.

• Singh serves as both CEO and Board Chair; the Board considers the combined roles beneficial to operations and strategic oversight.

• Audit, Compensation, and Nominating and Corporate Governance Committees each comprise the three independent directors; the Audit Committee met four times in 2023, while the other two committees did not meet.

• The Board is developing a diversity policy and committed to seeking qualified women and minority and LGBTQ+ candidates; its August 2024 matrix listed one African American or Black director and three White directors.