Catheter Precision (VTAK) Proxy filing summary

Executive summary

• Annual meeting will be held virtually for shareholders to vote on key proposals, including director election, reincorporation, equity plan amendments, and capital structure changes.

• Board recommends voting in favor of all proposals, emphasizing governance, capital flexibility, and alignment with shareholder interests.

• Only shareholders of record as of August 18, 2026, are eligible to vote; quorum is one-third of outstanding shares.

Voting matters and shareholder proposals

• Election of one Class II director for a three-year term.

• Reincorporation from Delaware to Nevada, eliminating the classified board and enhancing director accountability.

• Amendment to Series J Preferred Stock to allow board discretion in reducing conversion price, subject to a floor.

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

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

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

• 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, compensation, nominating/governance) are composed entirely of independent directors.

• Board meetings and committee attendance exceeded 75% participation in 2025.

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

• Governance policies include a code of ethics, insider trading policy, and prohibitions on hedging and pledging company securities.