InspireMD (NSPR) Proxy filing summary

Executive summary

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

• Shareholders are encouraged to vote by phone, internet, or mail, with detailed instructions provided for both record and street name holders.

• Record date for voting is April 10, 2026, with 46,892,979 shares outstanding as of that date.

Voting matters and shareholder proposals

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

• Proposal to amend the Certificate of Incorporation to increase authorized common stock from 150,000,000 to 250,000,000 shares.

• Ratification of Kesselman & Kesselman as independent auditor for 2026.

• Approval to adjourn the meeting if necessary to solicit additional votes.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

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

• Majority of directors are independent under Nasdaq rules; all committees (audit, nominating, compensation) are composed of independent directors.

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

• Committees held regular meetings in 2025: audit (7), nominating (1), compensation (2).

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