RxSight (RXST) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 16, 2026, with shareholders able to vote and submit questions online.

• Shareholders of record as of April 21, 2026, are eligible to vote on three main proposals: election of directors, advisory vote on executive compensation, and ratification of the external auditor.

• The board recommends voting in favor of all three proposals.

Voting matters and shareholder proposals

• Three Class II directors are nominated for election to serve until 2029: William J. Link, Ph.D., Robert Warner, and Shweta Singh Maniar.

• Advisory vote on executive compensation (Say-on-Pay) for named executive officers is included.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Shareholders may submit proposals for the 2027 annual meeting by December 29, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of ten members divided into three staggered classes, with annual elections for one class.

• Eight of ten directors are independent under Nasdaq rules; Dr. Kurtz and Dr. Link are not considered independent.

• Board committees include Audit, Compensation, and Governance, each with defined responsibilities and independent membership.

• Directors are evaluated on diverse skills, experience, and independence; a skills matrix is maintained.

• Non-employee directors receive cash retainers, equity awards, and must meet stock ownership guidelines.