InspireMD (NSPR) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 3, 2026, in Tel Aviv, with proxy materials delivered electronically to conserve resources and reduce costs.

• Shareholders will vote on four main proposals: election of directors, increase in authorized shares, auditor reappointment, and potential adjournment.

• Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class 3 directors (Marvin Slosman, Raymond Cohen, Dan Dearen) for three-year terms.

• Proposal 2: Amendment to increase authorized common stock from 150,000,000 to 250,000,000 shares.

• Proposal 3: Ratification of Kesselman & Kesselman as independent auditor for 2026.

• Proposal 4: Approval to adjourn the meeting if necessary to solicit more votes.

• Board recommends a vote FOR all proposals.

Board of directors and corporate governance

• Board consists of six members, classified into three classes with staggered terms.

• All committees (audit, nominating/governance, compensation) are composed of independent directors.

• Board leadership is separated between an independent chairman and the CEO.

• Directors are encouraged but not required to attend shareholder meetings.

• Code of ethics, insider trading, and clawback policies are in place and disclosed.