Movano (MOVE) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 26, 2025, to be held virtually, allowing shareholders to vote and ask questions online.

• Four key proposals: election of two directors, reverse stock split authorization, increase in authorized shares, and auditor ratification.

• Board recommends voting in favor of all proposals.

• Record date for voting is August 26, 2025, with 8,301,204 shares outstanding.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class I directors (Emily Wang Fairbairn and Michael Leabman) for three-year terms.

• Proposal 2: Approve amendments for a reverse stock split at a ratio between 1-for-2 and 1-for-15, to be chosen by the Board within a year.

• Proposal 3: Approve increase in authorized common shares from 500 million to 2 billion.

• Proposal 4: Ratify appointment of RBSM LLP as independent auditor for 2025.

• Board unanimously 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 chair.

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

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

• Shareholders can communicate directly with the Board and recommend director nominees.