Marpai (MRAI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for August 27, 2025, to elect six directors, ratify the auditor, and approve a charter amendment for preferred stock authorization.

• Record date for voting is June 30, 2025; shareholders can vote by mail, online, or in person.

• Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include electing six directors, ratifying UHY LLP as auditor for 2025, and amending the certificate of incorporation to authorize 2,000,000 shares of blank-check preferred stock.

• Board recommends a vote FOR all proposals.

• Shareholders may submit proposals for the 2026 annual meeting by the specified deadline.

Board of directors and corporate governance

• Board consists of a mix of executive and independent directors; four directors meet Nasdaq independence standards.

• Audit and compensation committees are established; audit committee chaired by Sagiv Shiv, compensation committee chaired by Colleen DiClaudio.

• No standing nominating committee; independent directors recommend nominees.

• Board and committees oversee risk management, compliance, and executive compensation.

• Code of Ethics and insider trading policy in place; stockholder communications encouraged.