Myomo (MYO) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 25, 2026, and will be held virtually, allowing all shareholders to participate regardless of location.

• Shareholders will vote on director elections, executive compensation, auditor ratification, amendments to the stock plan and certificate of incorporation, a shareholder proposal on board classification, and other business.

• The board recommends voting for all management proposals except the advisory proposal on board declassification, for which it makes no recommendation.

Voting matters and shareholder proposals

• Election of two Class III directors for three-year terms: Paul R. Gudonis and Thomas F. Kirk.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Ratification of CBIZ CPAs P.C. as independent auditor for fiscal 2026.

• Approval of Amendment No. 3 to the 2018 Stock Option and Incentive Plan, increasing shares by 1,833,000.

• Amendment to the certificate of incorporation to increase authorized common shares to 100,000,000.

• Advisory shareholder proposal to declassify the board, moving to annual director elections.

• Approval of adjournments if needed to solicit additional proxies.

Board of directors and corporate governance

• The board consists of six members divided into three staggered classes, with a majority being independent under NYSE American rules.

• Board committees include audit, compensation, nominating and corporate governance, and technology, quality and regulatory.

• The board held six meetings in 2025, with all directors attending at least 75% of meetings.

• The company has a Code of Business Conduct and Ethics and policies on insider trading and hedging.

• The board combines the roles of Chairman and CEO, with a lead independent director appointed.