Venus Concept (VERO) Proxy Filing summary

Executive summary

• Annual and Special Meeting scheduled for June 25, 2025, to be held virtually for broader participation and cost savings.

• Six key proposals include director elections, auditor ratification, and approval of share issuances related to preferred stock and convertible notes.

• Board recommends voting in favor of all proposals, citing balance sheet improvements and strategic objectives.

• Only stockholders as of April 28, 2025, are eligible to vote; quorum requires a majority of voting power present or represented by proxy.

Voting matters and shareholder proposals

• Election of three Class II directors to serve until 2028.

• Ratification of MNP LLP as independent registered public accounting firm for 2025.

• Approval of share issuances upon conversion of Series Y, Series X, and Senior Preferred Stock, and October 2023 Convertible Note, all subject to Nasdaq rules.

• Board recommends voting for all proposals; failure to approve certain proposals limits conversion rights under Nasdaq rules.

• Stockholder proposals for the 2026 meeting must be submitted by December 31, 2025.

Board of directors and corporate governance

• Board consists of seven directors divided into three staggered classes; majority are independent per Nasdaq standards.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Board met 15 times in 2024; all directors attended at least 75% of meetings.

• Code of Business Conduct and Ethics and formal governance guidelines are in place.