Ontrak (OTRK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 10, 2024, to be held virtually at 10 a.m. Pacific time.

• Shareholders will vote on director elections, auditor ratification, compensation matters, and a reverse stock split proposal.

• Board recommends voting in favor of all proposals and a three-year frequency for say-on-pay votes.

Voting matters and shareholder proposals

• Election of three directors: Michael E. Sherman, Richard A. Berman, and James M. Messina.

• Ratification of EisnerAmper LLP as independent auditor for fiscal year ending December 31, 2024.

• Approval of Amended and Restated 2017 Stock Incentive Plan and non-employee director retention plan.

• Advisory vote on executive compensation and on frequency of future say-on-pay votes.

• Proposal to authorize a reverse stock split at a ratio between 1-for-2 and 1-for-15, at board discretion, before September 10, 2025.

• Proposal to adjourn the meeting if more time is needed to solicit votes for the reverse split.

Board of directors and corporate governance

• Board recommends voting for all director nominees and all proposals.

• Virtual meeting format allows for remote participation and voting.