Co-Diagnostics (CODX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for September 3, 2026, with six key proposals for shareholder vote, including director elections, equity plan amendment, executive compensation, auditor ratification, quorum reduction, and meeting adjournment authority.

• Shareholders of record as of July 7, 2026, are eligible to vote, with 5,278,957 shares outstanding.

• Proxy materials are distributed primarily via Internet to conserve resources and reduce costs.

Voting matters and shareholder proposals

• Election of five directors to serve until the next annual meeting.

• Approval to increase shares authorized under the 2025 Equity Incentive Plan by 2,000,000 shares.

• Advisory vote on executive compensation (say-on-pay) for named executive officers.

• Ratification of Tanner LLC as independent auditor for fiscal year ending December 31, 2026.

• Amendment to Articles of Incorporation to reduce quorum requirement to one-third of shares entitled to vote.

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

Board of directors and corporate governance

• Board consists of five members, with a majority classified as independent under Nasdaq rules.

• Four standing committees: Audit, Compensation, Corporate Governance, and Nominating, all chaired and staffed by independent directors.

• Board and committee meetings had high attendance rates in 2025.

• Shareholders can recommend director nominees and communicate with the board via established procedures.