KORU Medical Systems (KRMD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2025, to elect directors, approve executive compensation, and ratify the independent auditor.

• Shareholders of record as of March 17, 2025, are eligible to vote; 46,102,840 shares outstanding on the record date.

• Voting can be done by mail, internet, mobile device, or in person at the meeting.

• Proxy materials and annual report are available online; paper copies can be requested.

Voting matters and shareholder proposals

• Proposals include election of seven directors, advisory approval of executive compensation, and ratification of Cherry Bekaert LLP as independent auditor.

• Board recommends voting FOR all director nominees and FOR Proposals 2 and 3.

• Shareholders may vote for, against, or abstain on each proposal; plurality required for director election, majority for other proposals.

• Shareholder proposals for the 2026 meeting must be received by November 29, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board consists of seven members, with five considered independent.

• Annual election of directors, majority voting standard, and no poison pill in place.

• Board and committees conduct annual self-evaluations; diversity and independence are key selection criteria.

• Board leadership structure separates Chairman and CEO roles; lead director structure in place.

• Code of Ethics applies to all directors, officers, and employees, with an anonymous hotline for reporting concerns.