Catheter Precision (VTAK) Proxy filing summary

Executive summary

• Annual meeting scheduled for September 30, 2026, with virtual attendance and advance registration required.

• Stockholders will vote on eight key proposals, including director election, reincorporation, equity plan amendments, and auditor ratification.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of one Class II director for a three-year term expiring at the 2029 annual meeting.

• Approval to reincorporate from Delaware to Nevada, eliminating the classified board structure and reducing annual state fees.

• Amendment to Series J Convertible Preferred Stock to allow the board to reduce the conversion price below $1.56, subject to a floor, potentially increasing dilution.

• Approval for issuance of up to 340,000 shares upon exercise of Series M Warrants issued to related parties.

• Amendment to the 2023 Equity Incentive Plan to add 5,000,000 shares for future grants.

• One-time repricing of all outstanding stock options above fair market value to current fair market value.

• Ratification of WithumSmith + Brown, PC as independent auditor for fiscal year ending December 31, 2027.

• Approval to adjourn or postpone the meeting to solicit additional proxies if needed.

Board of directors and corporate governance

• Board consists of four members, three of whom are independent under NYSE American standards.

• Board committees: audit (Arno, Caruso), compensation (Colombatto, Caruso), nominating/governance (Arno, Colombatto).

• Board held ten meetings in 2025; all directors attended at least 75% of meetings.

• Board leadership combines CEO and Executive Chairman roles; no lead independent director due to board size.

• Annual director elections will be implemented after reincorporation in Nevada.