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.

• Board recommends voting in favor of all proposals; proxy materials are available online and by mail.

• Quorum requires a majority of outstanding shares; each share of common stock has one vote.

• Proxies not indicating voting instructions will be voted in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include: election of six directors, ratification of UHY LLP as auditor for 2025, and amendment to authorize 2,000,000 shares of blank-check preferred stock.

• Board unanimously recommends a vote FOR all proposals.

• Stockholder proposals for the 2026 annual meeting must be received by the Secretary by the specified deadline.

Board of directors and corporate governance

• Nominees: Damien Lamendola, Yaron Eitan, Sagiv Shiv, Jennifer Calabrese, Robert Pons, and Colleen DiClaudio.

• Four directors (Shiv, DiClaudio, Pons, Calabrese) are independent per Nasdaq rules.

• Board has audit and compensation committees; no standing nominating committee, but independent directors recommend nominees.

• Audit committee met four times in 2024; compensation committee also met four times.

• Board and committees oversee risk management, with the audit committee focused on financial risks and the compensation committee on executive compensation risks.