Health In Tech (HIT) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on November 5, 2026, to vote on five key proposals, including director elections, amendments to the articles of incorporation, equity issuances, incentive plan amendments, and auditor ratification.

• Shareholders of record as of September 18, 2026, are eligible to vote, with voting available online, by phone, mail, or during the meeting.

• The board recommends voting in favor of all proposals, emphasizing the importance of each for corporate governance, capital flexibility, and operational needs.

Voting matters and shareholder proposals

• Proposal One: Elect five directors to serve until the 2027 annual meeting.

• Proposal Two: Approve an amendment to increase authorized shares from 220M to 720M.

• Proposal Three: Approve issuance of more than 20% of Class A Common Stock under a Standby Equity Purchase Agreement (SEPA) with Yorkville.

• Proposal Four: Amend the 2024 Equity Incentive Plan to increase authorized shares for awards from 10,677,849 to 20,677,849.

• Proposal Five: Ratify MaloneBailey, LLP as independent auditors for 2026.

• Shareholder proposals for the 2027 meeting must be submitted by June 7, 2027.

Board of directors and corporate governance

• Board consists of five nominees, including both incumbent and new directors, with a mix of executive and independent members.

• Board committees include Audit, Compensation, and Nominating and Governance, each with defined charters and responsibilities.

• The board is currently not in full compliance with Nasdaq independence requirements due to a recent resignation but intends to regain compliance within the cure period.

• Directors are compensated with a mix of cash and equity, with additional fees for committee chairs.