iSpecimen (ISPC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on July 19, 2024, to address key governance and operational matters.

• Stockholders of record as of June 3, 2024, are eligible to vote on the proposals.

• The Board recommends voting in favor of all proposals, including director elections, a reverse stock split, and auditor ratification.

Voting matters and shareholder proposals

• Election of two Class III directors for three-year terms expiring at the 2027 annual meeting.

• Approval of a reverse stock split at a ratio between 1:10 and 1:20, at the Board's discretion.

• Ratification of Wolf & Company, P.C. as the independent registered public accounting firm for 2024.

• Authorization for the Board to adjourn the meeting if necessary.

Board of directors and corporate governance

• The Board consists of six directors divided into three classes, with staggered three-year terms.

• Five of six directors are independent under Nasdaq rules.

• Board committees include audit, compensation, and nominating/governance, all composed of independent directors.

• Board diversity matrix discloses gender and ethnic diversity in compliance with Nasdaq Rule 5606.