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 5:1 and 16:1, at the board's discretion, within one year of approval.

• The reverse stock split aims to increase the share price to regain compliance with Nasdaq's minimum bid price requirement, following a deficiency notice 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 of not less than 5:1 and not greater than 16:1, without reducing the authorized number of shares.

• The board has discretion to select the final ratio and timing within one year of the meeting, or to abandon the split if deemed not in the best interest of stockholders.

• 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, led by CEO Rajiv De Silva, is responsible for recommending and potentially implementing the reverse stock split.

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