Ontrak (OTRK) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on September 10, 2024, with stockholders voting on key proposals including director elections, auditor ratification, equity plans, executive compensation, a reverse stock split, and other governance matters.

• The record date for voting is July 18, 2024, with 47,967,725 shares of common stock outstanding and entitled to vote.

• Stockholders can vote online, by phone, or by mail, and may change their vote prior to the meeting.

Voting matters and shareholder proposals

• Proposals include electing three directors, ratifying EisnerAmper LLP as auditor, approving an amended stock incentive plan, a non-employee director retention plan, say-on-pay, frequency of say-on-pay, a reverse stock split, and potential adjournment to solicit more proxies.

• The board recommends voting for all proposals and for a three-year frequency on say-on-pay.

• The reverse stock split proposal allows a split ratio between 1-for-2 and 1-for-15, at the board's discretion, to help maintain Nasdaq listing.

Board of directors and corporate governance

• The board consists of three members, all considered independent under Nasdaq rules, with Michael E. Sherman as Chairman.

• Committees include audit, compensation, and nominations/governance, each composed of the three directors.

• The board emphasizes diversity, independence, and has adopted a code of ethics and anti-hedging/clawback policies.

• Board meetings and committee meetings were well attended in 2023.