KORU Medical Systems (KRMD) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 19, 2026, to vote on director elections, an amendment to the equity plan, executive compensation, frequency of say-on-pay votes, and auditor ratification.

• Shareholders of record as of March 16, 2026, are eligible to vote, with one vote per share and no cumulative voting.

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

• Proxy materials and the 2025 Annual Report are available online, with paper copies upon request.

Voting matters and shareholder proposals

• Proposals include election of seven directors, amendment to the 2024 Omnibus Equity Incentive Plan, advisory approval of executive compensation, advisory vote on frequency of say-on-pay, and ratification of Cherry Bekaert LLP as auditor.

• Board recommends voting FOR all director nominees, FOR the plan amendment, FOR executive compensation, FOR ONE YEAR frequency, and FOR auditor ratification.

• Shareholders may submit proposals for the 2027 meeting by December 5, 2026, following updated advance notice procedures.

Board of directors and corporate governance

• The board consists of seven members, with five currently independent.

• Annual election of directors, majority voting standard, and annual board/committee self-evaluations are in place.

• Committees include Audit, Compensation, and Nominating & Governance, each with defined charters and responsibilities.

• Board diversity is emphasized, with two female directors and a focus on varied backgrounds and skills.

• Lead director structure and separation of CEO and Chairman roles are maintained.