IRIDEX (IRIX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 11, 2025, at the company headquarters in Mountain View, CA.

• Shareholders can access proxy materials and vote online or request paper copies.

• Board recommends voting FOR all director nominees and all proposals, with 1-year frequency for say-on-pay.

Voting matters and shareholder proposals

• Election of five director nominees: Nick Chen, Beverly A. Huss, Patrick Mercer, William Moore, and Scott Shuda.

• Ratification of BPM LLP as independent auditor for fiscal year 2025.

• Approval of issuance of Novel Shares under Nasdaq rules.

• Amendment and restatement of the certificate of incorporation to modernize, increase authorized shares to 100,000,000, and establish Series B Preferred Stock.

• Amendment to the 2008 Equity Incentive Plan to increase share reserve and extend the plan term.

• Advisory vote on executive compensation and on the frequency of future say-on-pay votes (Board recommends 1 year).

• Approval for potential adjournment of the meeting to solicit additional votes if needed.

Board of directors and corporate governance

• Board recommends all director nominees for election at the annual meeting.