Venus Concept (VERO) Proxy Filing summary

Executive summary

• A special meeting of stockholders is scheduled for February 14, 2025, to consider a single proposal: authorizing the board to effect a reverse stock split at a ratio between 1-for-5 and 1-for-16, at the board's discretion, within one year of approval.

• The reverse stock split aims to help regain compliance with Nasdaq's minimum bid price requirement, following a notice of non-compliance and an extension to April 7, 2025, to cure the deficiency.

• The board recommends voting in favor of the proposal, emphasizing the risk of delisting and reduced liquidity if the split is not approved.

Voting matters and shareholder proposals

• Only one proposal is on the agenda: granting the board authority to implement a reverse stock split at a ratio between 1-for-5 and 1-for-16, without reducing the authorized number of shares.

• Stockholders of record as of December 31, 2024, are eligible to vote, with voting available online, by phone, or by mail.

• Approval requires a majority of shares present or represented by proxy; abstentions and broker non-votes count as votes against.

Board of directors and corporate governance

• The board has sole discretion to determine the timing and ratio of the reverse split within the approved range and may abandon the action if deemed not in the best interest of stockholders.

• No director or executive officer has a substantial interest in the proposal beyond their share ownership.