Movano (MOVE) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 26, 2025, to be held virtually, allowing shareholders to attend and vote online or by proxy.

• Four key proposals: election of two Class I directors, approval of a reverse stock split, increase in authorized shares, and ratification of the new auditor.

• Board recommends voting in favor of all proposals and outlines procedures for voting, attendance, and proxy revocation.

Voting matters and shareholder proposals

• Election of two Class I directors (Emily Wang Fairbairn and Michael Leabman) for three-year terms.

• Approval of amendments for a reverse stock split at ratios between 1-for-2 and 1-for-15, to be chosen by the Board within one year.

• Approval to increase authorized common stock from 500,000,000 to 2,000,000,000 shares.

• Ratification of RBSM LLP as independent registered public accounting firm for 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of six members, divided into three classes, with staggered three-year terms.

• Four directors are independent under Nasdaq rules; Board has an independent chairperson.

• Committees: Audit, Compensation, and Corporate Governance and Nominating, all with independent members.

• Board met ten times in 2024; all directors attended at least 75% of meetings.

• Policies in place for director nominations, security holder communications, and a code of ethics.