GlucoTrack (GCTK) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 22, 2025, to be held virtually, with shareholders voting on four key proposals, including director elections, auditor ratification, a reverse stock split, and an amendment to the equity incentive plan.

• The record date for voting eligibility is April 21, 2025.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, ratifying the appointment of Fahn Kanne & Co. Grant Thornton Israel as auditor, approving a reverse stock split (up to 1-for-100), and amending the 2024 Equity Incentive Plan to increase available shares to 7,500,000.

• The reverse stock split aims to maintain Nasdaq listing compliance.

• Shareholder proposals for the 2026 meeting must be submitted by December 29, 2025.

Board of directors and corporate governance

• The Board will be reduced to five members, with four incumbents and one new nominee, Dr. Victoria Carr-Brendel.

• All director nominees have significant experience in medical devices, finance, and business development.

• The Board and all committees meet Nasdaq independence standards.

• The Board held eight meetings in 2024, with most directors attending at least 75% of meetings.

• The Board has audit, compensation, and nominating/governance committees, each with defined responsibilities and independent members.

• Directors are compensated with a mix of cash and equity; non-employee director compensation is capped annually.