LivaNova (LIVN) Proxy filing summary

Executive summary

• The annual general meeting (AGM) will be held virtually on June 10, 2026, with shareholders of record as of April 13, 2026, eligible to vote on key proposals, including director elections, executive compensation, auditor appointments, share allotment, pre-emption rights, share repurchase contracts, and remuneration reports.

• Eleven directors are nominated for election, all standing for one-year terms, with a focus on diversity, independence, and relevant expertise; the board is unclassified and uses majority voting in uncontested elections.

• Shareholders will vote on advisory resolutions for U.S. executive compensation (say-on-pay) and the UK directors' remuneration report, as well as ratification of PwC as both U.S. and UK auditors, and authorization for the board to determine auditor remuneration.

• Proposals include granting authority to allot shares, disapply pre-emption rights, approve share repurchase contracts and counterparties, and receive and adopt the UK annual report and accounts.

Voting matters and shareholder proposals

• Proposals cover director elections, say-on-pay, auditor ratification, share allotment, pre-emption rights, share repurchase contracts, remuneration reports, and adoption of annual accounts.

• All proposals are recommended for approval by the board, with most requiring a simple majority, except the special resolution on pre-emption rights, which requires 75%.

• Shareholders may submit proposals for the 2027 AGM by December 30, 2026, and director nominations must follow specific procedures.

Board of directors and corporate governance

• Ten of eleven directors are independent; the board is diverse in gender and ethnicity, with a mix of tenures and backgrounds.

• The board conducts annual self-evaluations, reviews governance documents, and separates the roles of CEO and independent chair.

• Three standing committees (Audit and Compliance, Compensation and Human Capital Management, Nominating and Corporate Governance) are composed entirely of independent directors.

• Directors are subject to meaningful equity ownership requirements and prohibited from hedging or pledging company stock.

• Shareholder engagement is emphasized, with regular outreach to top shareholders and opportunities for communication with the board.