DarioHealth (DRIO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for January 29, 2026, with seven key proposals for shareholder vote, including director elections, auditor ratification, equity plan amendment, and charter amendment.

• Record date for voting is December 22, 2025; quorum requires a majority of outstanding shares.

• All proposals are unanimously recommended by the board.

Voting matters and shareholder proposals

• Proposals include re-election of seven directors, ratification of PwC as auditor, ratification of private placement share issuances, approval of shares for Twill Inc. acquisition, amendment to increase shares under the 2020 Equity Incentive Plan, advisory vote on executive compensation, and charter amendment to allow board bylaw changes.

• Shareholders may submit proposals for the 2027 annual meeting within specified timeframes and requirements.

Board of directors and corporate governance

• Board consists of experienced professionals in healthcare, finance, technology, and venture capital.

• Four directors are independent under Nasdaq rules.

• Board met 8 times in 2024; committees include Audit, Compensation, and Nominating & Corporate Governance.

• Board and committees actively oversee risk, compensation, and governance policies.