Bullfrog AI (BFRG) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for September 18, 2025; July 29, 2025 record date with 10,081,340 common shares outstanding.

• Board recommends voting FOR all proposals: election of four directors and ratification of M & K CPAs, PLLC for FY2025.

• Proxy materials made available primarily online beginning August 8, 2025, with paper copies available on request.

Voting matters and shareholder proposals

• Proposal 1 elects four incumbent nominees for terms through the next annual meeting; directors are elected by plurality, and withheld votes and broker non-votes have no effect.

• Proposal 2 seeks ratification of M & K CPAs, PLLC for the fiscal year ending December 31, 2025; approval requires a majority of votes cast.

• Stockholder proposals for inclusion in the 2026 proxy materials are due April 30, 2026; other proposals require notice by May 31, 2026.

Board of directors and corporate governance

• Four nominees: Vininder Singh, R. Donald Elsey, William Enright and Jason D. Hanson; Elsey, Enright and Hanson were determined independent under Nasdaq standards.

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

• In FY2024, the Board met five times; Audit Committee met five times, Compensation Committee four times and Nominating & Corporate Governance Committee four times; directors attended all meetings they served on.

• Each standing committee has three members; committee chairs are Elsey for Audit, Enright for Compensation and Hanson for Nominating & Corporate Governance.