InspireMD (NSPR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 3, 2025, in Tel Aviv, Israel, with proxy materials delivered electronically to conserve resources and reduce costs.

• Shareholders will vote on the election of two Class 2 directors and the ratification of the independent auditor for 2025.

• Board recommends voting in favor of both director nominees and auditor reappointment.

• Record date for voting is April 15, 2025, with 30,635,346 shares outstanding.

Voting matters and shareholder proposals

• Election of Michael Berman and Scott R. Ward as Class 2 directors for a three-year term.

• Ratification of Kesselman & Kesselman, a member of PricewaterhouseCoopers, as independent auditor for 2025.

• Board recommends a vote FOR both proposals.

• Shareholders may submit future proposals by December 16, 2025, for inclusion in the next proxy statement.

Board of directors and corporate governance

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

• All directors except the CEO are independent under Nasdaq rules.

• Board committees: audit, nominating and corporate governance, and compensation, all chaired by independent directors.

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

• Board and committees met regularly in 2024, with 100% attendance by all directors.

• Code of ethics and insider trading policy in place; executive officer clawback policy adopted.