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 stockholders of record as of March 18, 2025, are entitled to vote, with each share of common stock carrying one vote per proposal.

• The Board recommends voting in favor of all proposals and outlines detailed procedures for voting, revocation, and participation in the virtual 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.

• Stockholder proposals for the 2026 meeting must be submitted by December 11, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of five nominees with diverse expertise in executive leadership, finance, technology, and healthcare.

• All directors except the CEO are independent; committees include Audit, Compensation, and Nominating and Governance, each with defined charters and responsibilities.

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

• A lead independent director role was established in June 2024 to enhance independent oversight.