Nuwellis (NUWE) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2025, as a virtual event, with stockholders able to vote and ask questions online.

• Four main proposals are up for vote: election of two directors, approval of a reverse stock split, ratification of the auditor, and authorization to adjourn if needed.

• The board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class III directors for three-year terms.

• Proposal 2: Approve a reverse stock split at a ratio between 1-for-5 and 1-for-70, at the board's discretion, to maintain Nasdaq listing.

• Proposal 3: Ratify Baker Tilly US, LLP as independent auditor for 2025.

• Proposal 4: Authorize adjournment of the meeting to solicit more proxies if Proposal 2 lacks sufficient votes.

Board of directors and corporate governance

• The board consists of six members with staggered three-year terms; two Class III directors are up for re-election.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• The board has adopted updated insider trading and corporate governance policies, and conducts annual performance evaluations.

• Board diversity is tracked and disclosed, with a mix of gender and professional backgrounds.