Nuwellis (NUWE) Proxy filing summary

Executive summary

• The annual meeting is scheduled for April 28, 2026, as a virtual event, with stockholders able to vote and participate online.

• Two main proposals are up for vote: election of two Class I directors and ratification of Baker Tilly as the independent auditor for 2026.

• Only holders of common stock as of March 24, 2026, are eligible to vote.

• The Board recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class I directors (Martin Emerson and David McDonald) for three-year terms expiring in 2029.

• Proposal 2: Ratify Baker Tilly US, LLP as the independent registered public accounting firm for fiscal year 2026.

• No other shareholder proposals or nominations were received for this meeting.

• Voting can be done online, by phone, or by mail, and proxies can be revoked before the meeting.

Board of directors and corporate governance

• The Board consists of five directors divided into three staggered classes.

• Majority of directors are independent per Nasdaq rules; all committee members are independent.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and responsibilities.

• Annual performance evaluations and succession planning are conducted.

• Directors are expected to attend all meetings, and the Board met 16 times in 2025.