SBC Medical Group Holdings (SBC) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on July 9, 2026 JST (July 8, 2026 ET), with voting on key governance and charter amendments, director elections, and auditor ratification.

• Four directors are up for election to one-year terms; the board recommends voting for all nominees and all proposals.

• Proposals include amendments to the charter on director election standards, director removal, anti-takeover provisions, officer exculpation, and technical updates.

• The company is a controlled company under Nasdaq rules, with Dr. Yoshiyuki Aikawa holding 81.7% of voting power.

Voting matters and shareholder proposals

• Proposals include: electing four directors, ratifying MaloneBailey, LLP as auditor, and amending the charter to (1) eliminate plurality voting for directors, (2) allow director removal without cause, (3) opt out of Section 203 DGCL, (4) provide officer exculpation, and (5) make technical charter changes.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be received by January 28, 2027 for proxy inclusion.

Board of directors and corporate governance

• The board will be reduced to four members at the meeting, with a search underway for a fifth independent director.

• Current directors: Yoshiyuki Aikawa (CEO), Yuya Yoshida (CFO/COO), Ken Edahiro, Fumitoshi Fujiwara.

• Majority of the board is independent; all committees (audit, compensation, nominating/governance) are composed of independent directors.

• The board oversees risk directly and through committees; committee charters are available online.