Sanuwave Health (SNWV) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 11, 2026, to be held virtually, with voting on three key proposals: election of directors, ratification of the independent auditor, and advisory approval of executive compensation.

• Record date for voting is April 20, 2026, with 8,598,209 shares outstanding and entitled to vote.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect five directors to serve until the 2027 annual meeting.

• Proposal 2: Ratify Baker Tilly US, LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Proposal 3: Advisory, non-binding vote to approve compensation paid to named executive officers.

• Shareholders may submit proposals for the 2027 annual meeting by December 30, 2026, and must comply with Rule 14a-8 and bylaw requirements.

Board of directors and corporate governance

• Board consists of five members, four of whom are independent under Nasdaq rules; Morgan Frank is not independent and serves as both Chairman and CEO.

• Ian Miller serves as Lead Director to ensure independent oversight.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Strategy and Finance, each with defined charters and independent membership.

• Directors are evaluated on integrity, experience, diversity, and business judgment.

• Code of business conduct and ethics and insider trading policy are in place and available on the company website.