Butterfly Network (BFLY) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2026, with voting and Q&A available online.

• Stockholders will vote on electing seven directors, ratifying Deloitte & Touche LLP as auditor, and a non-binding say-on-pay for executive compensation.

• The board recommends approval of all proposals and encourages electronic access to proxy materials to reduce costs and environmental impact.

• Forward-looking statements address growth, product development, regulatory matters, and market competition, with caution about risks and uncertainties.

Voting matters and shareholder proposals

• Proposals include electing seven directors for one-year terms, ratifying Deloitte & Touche LLP as auditor, and approving executive compensation on an advisory basis.

• Each share of Class A common stock has one vote; each Class B share has 20 votes, with Class B controlled by a single founder.

• Board recommends voting FOR all proposals.

• Stockholders can submit proposals and director nominations for the 2027 meeting by following specified deadlines and procedures.

Board of directors and corporate governance

• The board consists of seven members, including a mix of executive and independent directors with diverse expertise in healthcare, technology, and finance.

• The company qualifies as a "controlled company" under NYSE rules due to majority voting power held by the founder, but currently does not use governance exemptions.

• Four standing committees: audit, compensation, nominating and corporate governance, and technology.

• All directors attended at least 75% of meetings in 2025; the board encourages but does not require annual meeting attendance.

• Corporate governance guidelines and codes of conduct are in place, with policies on insider trading and hedging.