Ontrak (OTRK) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on September 10, 2024, with nine key proposals up for shareholder vote, including director elections, auditor ratification, equity plan approvals, and a reverse stock split authorization.

• The board recommends voting in favor of all proposals and has set July 18, 2024, as the record date for voting eligibility.

• The proxy statement details voting procedures, quorum requirements, and the process for changing or revoking votes.

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

• Shareholders are also asked to approve the adjournment of the meeting if more time is needed to secure votes for the reverse split.

Board of directors and corporate governance

• The board consists of three independent directors, all of whom are nominees for re-election.

• Committees include audit, compensation, and nominations/governance, each composed entirely of independent directors.

• The board emphasizes diversity, independence, and regular assessment of leadership structure.

• A code of ethics, anti-hedging, and clawback policies are in place.