Picard Medical (PMI) Proxy filing summary

Executive summary

• Annual meeting scheduled for July 17, 2026, to be held virtually, with voting available online, by phone, or mail.

• Four directors are up for election, and several key proposals will be voted on, including executive compensation, reverse stock split, and creation of Class B common stock.

• Board recommends voting in favor of all proposals, including ratification of the external auditor for 2026.

Voting matters and shareholder proposals

• Proposals include election of four directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, reverse stock split (1-for-15 to 1-for-50), creation of Class B common stock (20 votes per share), and auditor ratification.

• Board recommends annual say-on-pay votes and supports all proposals.

• Reverse stock split aims to help maintain NYSE American listing compliance.

• Class B stock proposal would concentrate voting power and may have anti-takeover effects.

• Shareholder proposals for the 2027 meeting must be submitted by March 1, 2027.

Board of directors and corporate governance

• Board consists of four nominees with diverse backgrounds in medical technology, finance, and operations.

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

• Non-management directors receive annual cash and stock option compensation; committee chairs receive additional fees.

• Corporate governance guidelines, code of ethics, and insider trading policy are in place and reviewed regularly.

• Board leadership is separated between Chairman and CEO roles for better oversight.