Spectral AI (MDAI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 29, 2026, both in-person and virtually, with voting on key proposals and director elections.

• Proxy materials are distributed via internet under SEC's "notice and access" rules, with options for paper copies.

• Stockholders of record as of April 1, 2026, are eligible to vote, with 31,823,985 shares outstanding.

Voting matters and shareholder proposals

• Election of five directors to serve until the next annual meeting.

• Ratification of Forvis Mazars, LLP as independent auditor for 2026.

• Authorization for reservation and issuance of up to 8,000,000 shares to Hudson Bay under a securities purchase agreement, subject to Nasdaq rules.

• Other business may be transacted as properly brought before the meeting.

Board of directors and corporate governance

• Board consists of five directors, with a majority deemed independent under Nasdaq rules.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Science and Technology, and Executive Committees.

• Leadership structure changed in February 2026, appointing Vincent Capone as CEO and dissolving the Office of the Chairman.

• Corporate governance guidelines, code of conduct, and insider trading policy are in place and available on the company website.