Endovia Health Sciences (EDVA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for November 20, 2026, will be held virtually with no in-person attendance permitted.

• Stockholders will vote on six key proposals, including director elections, auditor ratification, executive compensation, equity plan amendments, RSU grants, and potential adjournment.

• Board unanimously recommends voting in favor of all proposals.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Election of four directors to serve until the next annual meeting.

• Ratification of Rose, Snyder & Jacobs LLP as independent auditor for 2026.

• Advisory vote on executive compensation (Say-on-Pay).

• Amendments to the 2025 Equity Incentive Plan to increase share authorization, add an Automatic Ownership Maintenance feature, and reprice options.

• Approval of RSU grants to officers and directors, representing 20% of fully diluted shares, with performance-based vesting.

• Approval for potential adjournment of the meeting to solicit additional proxies if needed.

Board of directors and corporate governance

• Board consists of four members, with three independent directors and one executive (Interim CEO).

• Three standing committees: Audit, Compensation, and Nominating, all comprised of independent directors.

• Board leadership is separated between the Interim CEO and Chairman.

• Board and committees met regularly in 2025, with high attendance.

• Code of Ethics, Clawback Policy, and Insider Trading Policy are in place.