Co-Diagnostics (CODX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for September 3, 2026, with six key proposals for shareholder vote.

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

• Proxy materials are available online, with voting options by internet, phone, mail, or in person.

• Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of five directors to serve until the 2027 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).

• Ratification of Tanner LLC as independent auditor for fiscal 2026.

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

• Approval to adjourn or postpone the meeting if necessary for further proxy solicitation.

Board of directors and corporate governance

• Board consists of five members, with four independent directors.

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

• Board and committee meetings had high attendance in 2025.

• Shareholder nomination and communication procedures detailed in bylaws.