Picard Medical (PMI) Proxy filing summary

Executive summary

• Special meeting set for Dec. 7, 2026, at 11:00 a.m. Pacific, via live audio webcast; Nov. 6, 2026, is the voting record date.

• The Board recommends FOR all three proposals: a private placement, the amended equity plan and authority to adjourn for further proxy solicitation.

Voting matters and shareholder proposals

• Proposal 1 seeks approval to issue up to 1,666,666 common shares to accredited investors for $5 million; the Board cites NYSE American’s 20% issuance rule.

• Proposal 2 seeks approval of the Second Amended and Restated 2021 Equity Incentive Plan; it takes effect only after stockholder approval, otherwise the current plan remains unchanged.

• Proposal 3 would authorize one or more meeting adjournments to solicit proxies if votes or a quorum are insufficient, or if the chair determines adjournment appropriate.

• Each proposal requires majority approval under its stated voting standard; abstentions count toward quorum and have the effect of votes against.

• 2027 annual-meeting proposals for proxy materials are due by Mar. 1, 2027; notices for director nominees under universal proxy rules are due by May 18, 2027.

Board of directors and corporate governance

• The private placement agreements permit the investor group to nominate one director while its aggregate ownership meets a specified threshold; nomination is subject to committee review and Board approval.

• The investor nominee must resign within five business days after the group falls below the ownership threshold or a purchaser materially breaches the agreements.

• The investor director’s consent is required for equity or convertible financing until the ownership threshold is no longer met or no investor director serves; plan awards and specified other issuances are exempt.

• Purchasers agreed for 24 months to vote their shares with the Board’s recommendation on director elections or removals and specified Board-approved authorized issuances.