CeriBell (CBLL) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 2, 2026, with voting available online, by phone, or by mail.

• Stockholders will vote on the election of two directors and the ratification of PricewaterhouseCoopers LLP as the independent auditor for 2026.

• The Board recommends voting for both director nominees and for the auditor ratification.

• Only stockholders of record as of April 6, 2026, are eligible to vote.

• Proxy materials and the annual report are available online, with printed copies available upon request.

Voting matters and shareholder proposals

• Proposal 1: Election of Josef Parvizi, M.D., Ph.D., and Rebecca Robertson as directors for three-year terms expiring at the 2029 annual meeting.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.

• Stockholders may submit proposals for the 2027 meeting by December 21, 2026, and director nominations between February 2 and March 4, 2027.

• Board recommends voting for both proposals.

Board of directors and corporate governance

• The Board consists of seven members divided into three classes with staggered three-year terms.

• Recent rebalancing of director classes was completed in April 2026.

• Majority of directors are independent per Nasdaq standards; only the CEO and Chief Medical Advisor are not independent.

• Board committees include Audit, Compensation, and Nominating, all composed of independent directors.

• The Board has adopted a Code of Conduct and Corporate Governance Guidelines, available on the company website.