NovoCure (NVCR) Proxy filing summary

Executive summary

• Annual General Meeting scheduled for June 3, 2026, with record date April 6, 2026.

• Key proposals: election of eleven directors, ratification of EY Global as auditor, advisory vote on executive compensation, and approval of amended 2024 Omnibus Incentive Plan.

• Shareholders can vote via Internet, phone, mail, or in person; Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Election of eleven directors for one-year terms expiring at the 2027 AGM.

• Ratification of EY Global as auditor for fiscal year ending December 31, 2026.

• Non-binding advisory vote on executive compensation (Say-on-Pay).

• Approval of Amended and Restated 2024 Omnibus Incentive Plan, increasing share reserve by 9,000,000 shares and extending plan to 2036.

• Shareholder proposals and nominations for 2027 AGM must be submitted between February 2 and March 6, 2027.

Board of directors and corporate governance

• Board consists of 11 members; 73% independent, average tenure 9.7 years, 27% female.

• Separate Executive Chairman and CEO roles; Lead Independent Director in place.

• Three fully independent committees: Audit, Compensation, Nominating and Corporate Governance.

• Annual self-assessments, strong attendance, and robust governance policies including clawback and anti-hedging.

• Board diversity matrix disclosed per Nasdaq rules.