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 equity plan amendment.

• The record date for voting is April 21, 2025, with 25,585,853 shares of common stock outstanding and eligible to vote.

• Shareholders can vote online, by phone, or by mail, and may revoke proxies at any time before voting.

Voting matters and shareholder proposals

• Proposal 1: Election of five directors to serve until the 2026 annual meeting.

• Proposal 2: Ratification of Fahn Kanne & Co. Grant Thornton Israel as independent auditor for 2025.

• Proposal 3: Approval of a reverse stock split at a ratio up to 1-for-100, to be implemented at management's discretion within one year.

• Proposal 4: Amendment to the 2024 Equity Incentive Plan to increase shares available for issuance to 7,500,000.

• The board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• The board will be reduced to five members, with four incumbents and one new nominee; all nominees have significant experience in medical devices and finance.

• All directors except the CEO are independent per Nasdaq standards.

• The board has audit, compensation, and nominating/governance committees, all composed of independent directors.

• Directors are compensated with cash and equity; non-employee directors received a mix of retainers and stock grants in 2024.

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