HealthStream (HSTM) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 28, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation.

• Shareholders of record as of March 30, 2026, are entitled to vote, with one vote per share.

• Proxy materials are available online, and shareholders are encouraged to vote electronically to reduce environmental impact.

• The Board recommends voting for all proposals, including the election of three Class II directors, ratification of Ernst & Young LLP as auditor, and approval of executive compensation.

Voting matters and shareholder proposals

• Proposals include electing three Class II directors, ratifying Ernst & Young LLP as auditor, and an advisory vote on executive compensation.

• No other shareholder proposals were received by the deadline; any other business will be voted at the discretion of the proxies.

• Shareholders may submit proposals for the 2027 meeting by specified deadlines and procedures.

Board of directors and corporate governance

• The Board consists of nine members divided into three classes, with regular skills assessments and annual evaluations.

• All standing committees (Audit, Compensation, Nominating and Corporate Governance) are composed solely of independent directors.

• The Lead Independent Director has significant authority, including presiding over executive sessions and acting as liaison between independent directors and management.

• Board diversity includes three female members and one member of Middle Eastern ethnicity.

• Directors are limited to serving on two other public company boards without approval.