Microbot Medical (MBOT) Proxy filing summary

Executive summary

• Annual meeting scheduled for Dec. 14, 2026; Oct. 15 record date covered 67,164,801 common shares, each carrying one vote.

• Four proposals: elect two directors, approve advisory executive-pay resolution, add 1,000,000 shares to the 2020 Omnibus Performance Award Plan, and ratify the auditor; the Board recommends FOR each.

Voting matters and shareholder proposals

• Class II nominees Scott Burell and Aileen Stockburger seek three-year terms through the 2029 annual meeting; election is by plurality.

• Say-on-pay is advisory, requires a majority of votes cast, and is expected annually; the next vote is expected at the 2027 meeting.

• Plan amendment would increase authorized shares from 5,211,671 to 6,211,671; majority of votes cast required, and broker non-votes have no effect.

• Auditor ratification requires a majority of votes cast; if rejected, the Audit Committee will consider the result when assessing the next-year auditor selection.

Board of directors and corporate governance

• Seven-member classified Board has three staggered classes; six directors are identified as independent under Nasdaq rules.

• Board held six meetings in FY2025 and acted by unanimous written consent eight times; all then-directors attended the 2025 annual meeting.

• Audit, Compensation, and Corporate Governance committees consist of independent directors; the Audit Committee chair is designated an SEC audit committee financial expert.

• The Corporate Governance Committee evaluates nominee experience, expertise, judgment, and potential new skills; shareholder-recommended candidates are evaluated on the same basis as other candidates.