Endovia Health Sciences (EDVA) Proxy filing summary

Executive summary

• Annual meeting set for November 20, 2026, at 10:00 a.m. ET via webcast; no in-person meeting. Six proposals cover directors, auditor ratification, say-on-pay, equity-plan amendments, RSU grants and possible adjournment.

• The Board unanimously recommends voting FOR all six proposals; common stockholders of record may vote by proxy or during the virtual meeting.

Voting matters and shareholder proposals

• Four director nominees: Brady Cobb, Frederick William “Bill” Caple, Thomas Fore and Francis Knuettel II; election requires a plurality, while Proposals 2–6 require a majority of votes cast.

• Proposal 2 seeks ratification of Rose, Snyder & Jacobs LLP for FY2026; Proposal 3 is a non-binding advisory vote on named executive compensation.

• Proposal 4 seeks 4,815,780 additional plan shares, an Automatic Ownership Maintenance feature and repricing of certain options; Proposal 5 seeks approval of RSU grants; Proposal 6 permits adjournment to solicit votes if needed.

• Stockholder proposals for the 2027 annual meeting must be received by June 8, 2027, for inclusion under Rule 14a-8.

Board of directors and corporate governance

• The Board has four members; Cobb is the sole non-independent director, while Caple, Fore and Knuettel meet independence standards for the Audit, Compensation and Nominating committees.

• Leadership is split between Interim CEO Cobb and Chairman Caple; three standing committees consist entirely of independent directors. A two-member Executive Committee, formed March 6, 2026, has focused on expenditure oversight amid limited cash resources.

• Directors attended more than 75% of applicable 2025 Board and committee meetings; the Board held 17 meetings and acted by written consent 14 times.