Nutex Health (NUTX) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for July 14, 2025, to be held virtually, allowing global participation and online voting.

• Key proposals include director elections, executive compensation advisory vote, amendment to the equity incentive plan, and auditor ratification.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with options for printed copies upon request.

Voting matters and shareholder proposals

• Shareholders will vote to re-elect six current directors and elect one new independent director, Frank E. Jaumot, for one-year terms.

• Advisory vote on executive compensation (say-on-pay) is included.

• Proposal to amend the 2023 Equity Incentive Plan to increase available shares by 1,100,000 and implement an annual 5% automatic increase, subject to Board discretion.

• Ratification of Grant Thornton LLP as independent auditor for 2025.

• Shareholder proposals for the 2026 meeting must be submitted by May 29, 2026.

Board of directors and corporate governance

• Board consists of seven members, with a mix of executive and independent directors; diversity and relevant expertise are emphasized in nominations.

• Board committees include Audit, Compensation, and Nominating and Governance, each with defined charters and independent membership.

• Board met 24 times in 2024, with high attendance rates among directors.

• Non-executive directors receive cash and equity compensation; annual cash retainer is $150,000 plus additional fees for committee chairs.