Nutex Health (NUTX) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on July 14, 2025, with voting on key proposals including director elections, executive compensation, an equity plan amendment, and auditor ratification.

• Stockholders can vote online, by phone, mail, or during the virtual meeting, with detailed instructions provided.

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

Voting matters and shareholder proposals

• Proposals include re-electing six current directors and electing one new director, an advisory vote on executive compensation, approval of an amendment to the 2023 Equity Incentive Plan, and ratification of Grant Thornton LLP as auditor.

• The equity plan amendment increases shares available for issuance by 1,100,000 and allows annual increases up to 5% of outstanding shares.

• Stockholders may submit proposals for the 2026 meeting by May 29, 2026, following SEC and bylaw requirements.

Board of directors and corporate governance

• The board consists of seven members, with a mix of executive and independent directors; Frank E. Jaumot is nominated as a new independent director.

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

• Directors are evaluated for independence per Nasdaq rules, and diversity is considered in nominations.

• Non-executive directors receive cash and equity compensation, with additional retainers for committee chairs.