Heartbeam (BEAT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 31, 2026, to be held virtually, with shareholders voting on director elections, auditor appointment, and an amendment to the equity incentive plan.

• Shareholders of record as of June 5, 2026, are eligible to vote, with 55,506,835 shares outstanding.

• The Board recommends voting for all proposals, including the election of nine directors, auditor ratification, and the equity plan amendment.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying CBIZ CPAs as the independent auditor for 2026, and amending the 2022 Equity Incentive Plan to add 3,000,000 shares.

• Shareholders may also transact other business as may properly come before the meeting.

• Shareholder proposals for the 2027 meeting must be received by February 18, 2027.

Board of directors and corporate governance

• The Board consists of nine nominees with diverse backgrounds in healthcare, technology, and investment.

• Seven directors are considered independent under NASDAQ rules.

• The Board has established audit, compensation, nominating and governance, and commercialization committees.

• The Board separates the roles of CEO and Chairman, currently held by Robert Eno and Richard Ferrari, respectively.

• Directors attended at least 75% of meetings in 2025.