GlucoTrack (GCTK) Proxy filing summary

Executive summary

• The annual meeting is scheduled for August 18, 2026, to be held virtually, with six directors up for election and several key proposals on the agenda.

• Proposals include director elections, advisory approval of executive compensation, auditor ratification, reverse stock split authorization, and warrant inducement approval.

• The board recommends voting in favor of all proposals and outlines procedures for voting, attendance, and proxy revocation.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, approving 2025 executive compensation (say-on-pay), ratifying CBIZ CPAs P.C. as auditor, authorizing a reverse stock split up to 1-for-30, and approving a warrant inducement transaction.

• The reverse stock split aims to maintain Nasdaq listing and improve stock liquidity; the warrant inducement is to comply with Nasdaq Listing Rule 5635(d).

• Each proposal's voting requirements and potential effects, including dilution and liquidity impacts, are detailed.

Board of directors and corporate governance

• The board consists of six members, with a mix of industry, financial, and technical expertise; all are nominated for re-election.

• Four directors are deemed independent under Nasdaq rules; board committees include audit, compensation, and nominating/governance, each with defined charters and responsibilities.

• The board held four meetings in 2025, with all directors attending at least 75% of meetings.

• The company has a Code of Ethics and policies on insider trading, indemnification, and director compensation.