ENDRA Life Sciences (NDRA) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on August 6, 2024, with voting and participation available online or by phone.

• Stockholders of record as of June 12, 2024, are eligible to vote on six key proposals, including director elections and major corporate actions.

• The Board recommends voting in favor of all proposals, including amendments to the Certificate of Incorporation and ratification of the auditor.

Voting matters and shareholder proposals

• Proposals include electing five directors, an advisory vote on executive compensation, authorizing issuance of shares for warrant exercises, increasing authorized shares, approving a reverse stock split, and ratifying the auditor.

• The Board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2025 meeting by February 20, 2025, and must comply with SEC rules.

Board of directors and corporate governance

• The Board consists of five members, four of whom are independent under Nasdaq standards.

• Committees include Audit, Compensation, and Corporate Governance and Nominating, all composed of independent directors.

• The Chairman and CEO roles are combined, with flexibility to separate if needed.

• Directors are encouraged to attend annual meetings, and a Code of Ethics applies to all directors and employees.