Spectral AI (MDAI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 29, 2026, both in-person and virtually, to maximize shareholder participation and communication.

• Proxy materials are distributed via internet under SEC's notice and access rules, with paper copies available upon request.

• Shareholders of record as of April 1, 2026, are entitled to vote on all proposals.

Voting matters and shareholder proposals

• Election of five directors to serve until the next annual meeting or until successors are elected.

• Ratification of Forvis Mazars, LLP as the independent registered public accounting firm for fiscal 2026.

• Authorization for the reservation and issuance of up to 8,000,000 shares of common stock to Hudson Bay Master Fund Ltd. under a Securities Purchase Agreement, in compliance with Nasdaq Rule 5635(d).

• Any other business that may properly come before the meeting.

Board of directors and corporate governance

• The board consists of five directors, with a mix of executive and independent members, and all attended at least 75% of meetings in 2025.

• Standing committees include Audit, Compensation, Nominating and Corporate Governance, Science and Technology, and Executive Committees, each with defined charters.

• The Office of the Chairman was dissolved in February 2026, with Vincent Capone appointed CEO and Dr. DiMaio remaining as Chairman.

• The board has adopted a Code of Conduct, Corporate Governance Guidelines, and an Insider Trading Policy.