Co-Diagnostics (CODX) Proxy filing summary

Executive summary

• Court-ordered special meeting follows two 2026 annual-meeting sessions that lacked the then-required majority quorum; the court set a 33⅓% quorum for this meeting and reconvened sessions, without changing approval thresholds.

• Nine proposals cover director elections, equity-plan shares, say-on-pay, auditor ratification, future meeting quorum, warrant and note share issuances, reverse splits, and adjournment; the Board unanimously recommends FOR each.

Voting matters and shareholder proposals

• Five directors are nominated for one-year terms through the 2027 annual meeting: Dwight Egan, Eugene Durenard, Richard Serbin, James Nelson, and Edward Murphy; election is by plurality.

• Proposal 2 seeks 2,000,000 additional 2025 Plan shares, increasing the reserve from 223,333 to 2,223,333; 123,333 shares remained available as of the record date.

• Proposal 3 is a non-binding advisory vote on 2025 named executive compensation; the Compensation Committee will consider the result in future pay decisions.

• Proposal 4 asks shareholders to ratify Tanner LLC for FY2026; Proposal 5 would set a one-third quorum for future annual and special meetings while leaving substantive voting thresholds unchanged.

• Proposals 6–9 seek approval of up to 3,404,724 warrant shares at $1.56, note-related share issuance, reverse splits totaling up to 1-for-750 within 12 months, and meeting adjournment; proposals 2–9 require a majority of votes cast.

Board of directors and corporate governance

• The five-member Board has four independent non-employee directors; it met 11 times in 2025, and each director attended more than 75% of applicable Board and committee meetings.

• Four standing committees cover audit, compensation, corporate governance, and nominations; Eugene Durenard chairs audit and is designated the audit committee financial expert.

• Compensation, governance, and nominating committee matters were handled in Board meetings as needed in 2025; none of those committees met separately that year.

• Board nominee review considers experience, education, employment history, skills, participation, geography, and diversity factors; there is no formal diversity policy.

• Dwight Egan petitioned for a court-ordered shareholder meeting and reduced quorum; the Board consented, and the court order stated it did not involve allegations of wrongdoing.