Marpai (MRAI) Proxy filing summary

Executive summary

• Annual meeting set for Dec. 9, 2026; record date Oct. 23, 2026. Board unanimously recommends FOR the director nominees and UHY LLP auditor ratification.

• Five directors are up for one-year terms; UHY LLP is proposed as independent auditor for FY ending Dec. 31, 2026.

Voting matters and shareholder proposals

• Nominees are Damien Lamendola, Yaron Eitan, Jennifer Calabrese, Robert Pons and Colleen DiClaudio; Sagiv Shiv is not seeking renomination and will leave the Board after the meeting.

• Each proposal requires a majority of shares present and entitled to vote; broker non-votes affect neither the director election nor, as a routine matter, auditor ratification.

• Signed proxies without voting instructions will be voted FOR both proposals; stockholders may change votes before polls close by written notice, later proxy or in-person vote.

• Proposals for inclusion in the 2027 proxy must reach the Secretary by June 25, 2027; other proposal notices are due by Sept. 10, 2027.

Board of directors and corporate governance

• Yaron Eitan, Sagiv Shiv, Colleen DiClaudio, Robert Pons and Jennifer Calabrese were determined independent under Nasdaq’s director-independence definition.

• Four standing committees are Audit, Compensation, Nominating and Executive; following the meeting, Audit is planned to include Robert Pons, Colleen DiClaudio and Jennifer Calabrese, with Calabrese as chair.

• Audit Committee met 25 times in FY2025; Compensation Committee met five times.

• The Executive Committee advises the CEO on strategy, financing opportunities, partnerships and other business initiatives.