Picard Medical (PMI) Proxy filing summary

Executive summary

• Annual meeting scheduled for July 17, 2026, to be held virtually for broader participation.

• Key proposals include director elections, executive compensation, reverse stock split, new Class B stock, and auditor ratification.

• Board recommends voting FOR all proposals and outlines procedures for proxy voting and meeting participation.

Voting matters and shareholder proposals

• Four directors nominated for election to serve until the 2027 annual meeting.

• Advisory vote on executive compensation and on the frequency of future say-on-pay votes (Board recommends annual vote).

• Proposal to amend the charter for a reverse stock split (1-for-15 to 1-for-50) at Board’s discretion.

• Proposal to designate a new Class B common stock with 20 votes per share.

• Ratification of MaloneBailey LLP as independent auditor for 2026.

• Procedures for shareholder proposals and director nominations for the 2027 meeting are detailed.

Board of directors and corporate governance

• Board consists of four nominees with diverse backgrounds in medical devices, finance, and international business.

• Board committees: audit, compensation, and nominating/corporate governance, each with defined charters and independence standards.

• Chairman and CEO roles are separated; Chairman has expanded duties for strategic initiatives.

• Annual review of director independence and skills; diversity considered broadly in nominations.