IRIDEX (IRIX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 11, 2025, to address eight key proposals, including board elections, auditor ratification, equity plan amendments, and charter modernization.

• Revised Proposal Four reduces the proposed increase in authorized common stock from 100,000,000 to 63,500,000 shares and allows shareholder actions by written consent.

• Board recommends voting in favor of all proposals, especially the Restated Charter, to modernize governance and support strategic flexibility.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying BPM LLP as auditor, approving issuance of Novel Shares, amending the charter, amending the equity incentive plan, advisory votes on executive compensation and its frequency, and potential adjournment.

• Shareholders of record as of April 14, 2025, are eligible to vote; revised proxy card reflects changes to Proposal Four.

• Board unanimously recommends voting "FOR" all proposals, with special emphasis on the Restated Charter Proposal.

Board of directors and corporate governance

• Board size and composition can be changed only by board resolution; vacancies filled by majority board vote.

• No cumulative voting for directors; directors serve until successors are elected and qualified.

• Board empowered to adopt, amend, or repeal bylaws, with stockholder amendments subject to bylaw provisions.