Vivos Therapeutics (VVOS) Proxy filing summary

Executive summary

• Virtual annual meeting set for Dec. 2, 2026; Oct. 9 record date, with 33,609,393 common shares outstanding and one vote per share.

• Ten proposals cover director elections, executive pay and vote frequency, auditor ratification, reverse split, two preferred-stock issuances, equity-plan expansion, Nevada conversion and possible adjournment; the Board recommends FOR all except a 3-year say-on-pay cycle.

Voting matters and shareholder proposals

• Seven directors nominated through the 2027 annual meeting; uncontested nominees need more FOR than AGAINST votes.

• Reverse split proposal authorizes a 1-for-20 to 1-for-40 ratio; Board sets timing and ratio and may abandon it.

• Proposal 6 seeks approval for up to 18,476,959 shares from Series A conversions and related warrant exercises; Proposal 7 seeks approval for up to 80 million shares on Series C conversion.

• Proposal 8 would raise the 2024 equity-plan reserve by 4.9 million shares, from 4.1 million to 9 million; Proposal 9 seeks conversion to Nevada, and Proposal 10 permits adjournment to seek votes on Proposals 5–9.

• Advisory pay vote is nonbinding; Board recommends a 3-year voting cycle, citing multi-year equity vesting and lower annual meeting costs.

Board of directors and corporate governance

• Seven-member, unclassified Board; six directors deemed independent and CEO/Chair R. Kirk Huntsman deemed non-independent; no lead independent director.

• Audit, Compensation, and Nominating and Corporate Governance committees operate under written charters; Audit and Compensation committees are independent, and Leonard Sokolow is audit committee financial expert.

• Board may periodically review its combined CEO/Chair structure; independent directors hold executive sessions, including at least one private session annually.