Ekso Bionics (EKSO) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 16, 2025, to vote on six key proposals, including director elections, a reverse stock split, equity plan amendment, executive compensation, auditor ratification, and a warrant share issuance.

• Only shareholders of record as of March 18, 2025, are entitled to vote, with each share carrying one vote per proposal.

• The Board recommends voting in favor of all proposals and outlines detailed procedures for voting, including internet, phone, mail, and during the meeting.

Voting matters and shareholder proposals

• Proposals include electing five directors, authorizing a reverse stock split (1-for-5 to 1-for-15), amending the 2014 Equity Incentive Plan, advisory approval of executive compensation, ratification of WithumSmith+Brown PC as auditors, and approval of up to 10,500,000 shares for warrant exercise.

• Proposal Six requires a majority vote excluding shares acquired via certain prior warrants, per Nasdaq rules.

• Shareholder proposals for the 2026 meeting must be submitted by specified deadlines and in compliance with SEC and by-law requirements.

Board of directors and corporate governance

• The board consists of five nominees, with four independent directors and one executive (CEO).

• Committees include Audit, Compensation, and Nominating and Governance, all with independent members.

• The lead independent director role is held by Ms. Cloyd, enhancing independent oversight.

• Board met 10 times in 2024, with all directors attending at least 75% of meetings.