HealthStream (HSTM) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 29, 2025, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of March 31, 2025, are entitled to vote, with 30,525,266 shares outstanding.

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

Voting matters and shareholder proposals

• Proposals include electing three Class I 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 handled at the discretion of the meeting's designated officers.

• Shareholders may submit proposals for the 2026 meeting by December 11, 2025, and director nominations between January 29 and February 28, 2026.

Board of directors and corporate governance

• The Board consists of ten 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 serving as a liaison between independent directors and management.

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

• Directors are encouraged to attend all meetings, and all attended 100% of meetings in 2024.