DocGo (DCGO) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 16, 2026, with voting on six key proposals, including director elections, executive compensation, a reverse stock split, amendments to the certificate of incorporation, and auditor ratification.

• The board recommends voting in favor of all proposals, emphasizing governance updates, compliance with Nasdaq listing requirements, and alignment with shareholder interests.

• The company continues to focus on innovative healthcare delivery, leveraging technology and mobile services to drive growth and efficiency.

Voting matters and shareholder proposals

• Election of two Class II directors for three-year terms.

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

• Approval of a reverse stock split at a ratio between 1-for-5 and 1-for-10, with a corresponding reduction in authorized shares.

• Amendments to the certificate of incorporation regarding waiver of corporate opportunities and officer liability limitation.

• Ratification of Urish Popeck & Co., LLC as independent auditor for 2026.

Board of directors and corporate governance

• Board to reduce from seven to six members following Dr. Klasko's departure; Mr. Burdiek to become independent Chair.

• Board committees (Audit, Compensation, Nominating/Governance) are composed solely of independent directors.

• Annual board and committee evaluations, with a focus on diversity, skills, and experience.

• Stock ownership guidelines require directors to hold shares worth at least five times their annual cash retainer.