NeurAxis (NRXS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 15, 2024, with eight key proposals up for shareholder vote, including director elections, auditor ratification, plan amendments, and capital structure changes.

• Shareholders of record as of June 17, 2024, are entitled to vote, with 6,647,960 shares outstanding.

• Voting can be conducted online, by phone, mail, or in person, with detailed instructions provided.

Voting matters and shareholder proposals

• Election of five directors to serve until the next annual meeting.

• Ratification of Rosenberg Rich Baker Berman, P.A. as independent auditor for 2024.

• Amendment to the 2022 Omnibus Securities and Incentive Plan to increase shares available and add an evergreen provision.

• Amendment to the Certificate of Incorporation to authorize 5,000,000 shares of blank check preferred stock.

• Approval for issuance of up to 3,838,235 shares of common stock upon conversion of Series B Preferred Stock.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes (recommended: every three years).

• Authorization to adjourn the meeting if necessary to solicit additional proxies.

Board of directors and corporate governance

• Board consists of five members, with three qualifying as independent under SEC and NYSE American rules.

• Audit, Compensation, and Nominating & Corporate Governance Committees are established, each with independent members.

• Directors who are employees receive no additional compensation; non-employee directors are compensated per policy.

• Code of Business Conduct and Ethics is in place and publicly available.

• Directors and officers are indemnified and covered by liability insurance.