CapsoVision (CV) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 11, 2026, allowing shareholders to vote and ask questions online using a secure control number.

• Shareholders will vote on the re-election of three Class I directors and the ratification of the independent auditor for 2026.

• Only common stockholders as of April 13, 2026, are eligible to vote; 49,849,728 shares are outstanding.

• The company continues to qualify as an emerging growth company, utilizing reduced disclosure requirements.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) re-election of three Class I directors (Joanne Imperial, M.D., Wen-Herng King, Michele Harari) for terms expiring in 2029; (2) ratification of Baker Tilly US, LLP as independent auditor for 2026.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

• Shareholders may submit proposals for the 2027 meeting by December 29, 2026.

Board of directors and corporate governance

• The board consists of seven members divided into three staggered classes; majority are independent under Nasdaq rules.

• Board committees include Audit and Compensation; no separate Nominating Committee, as independent directors fulfill this role.

• Corporate Governance Guidelines and Code of Conduct are in place and regularly reviewed.

• Board leadership is separated between the Chair and CEO roles.

• Board met 11 times in 2025; committee attendance was high.