InspireMD (NSPR) Proxy filing summary

Voting matters and shareholder proposals

• Proposal 2 seeks approval to amend the Certificate of Incorporation to increase authorized common stock from 150 million to 250 million shares.

• Proposal 2 is classified as a “routine” matter, allowing brokers to vote uninstructed shares at their discretion under NYSE rules.

• Brokers cannot vote uninstructed shares for the Director Election Proposal (Proposal 1) or the Adjournment Proposal (Proposal 4).

• Brokers have discretionary authority to vote on the Auditor Reappointment Proposal (Proposal 3) as it is also considered “routine.”

• Broker non-votes are counted for quorum but have no effect on the outcome of Proposals 1–4.

Shareholder rights and capital structure

• The proposed amendment would increase the number of authorized shares of common stock, potentially impacting future capital raising and shareholder dilution.