Vivos Therapeutics (VVOS) Proxy filing summary

Executive summary

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

• Ten proposals include director elections, executive pay and auditor votes, a reverse split, approvals for preferred-stock conversions and issuances, an equity-plan increase, and conversion to Nevada.

Voting matters and shareholder proposals

• Board recommends FOR all seven director nominees and Proposals 2, 4–10; recommends a 3-year frequency for future say-on-pay votes.

• Proposal 5 seeks authority for a 1-for-20 to 1-for-40 reverse split; Board would set the ratio and timing and may abandon it before effectiveness.

• Proposal 6 seeks Nasdaq approval for up to 18,476,959 shares tied to Seneca-affiliated Series A preferred stock and warrants; potential issuance is ~55% of record-date common shares.

• Proposal 7 seeks approval for up to 80 million shares on Series C conversion; Proposal 8 would add 4.9 million shares to the equity plan, raising its reserve from 4.1 million to 9 million.

• Proposal 9 seeks conversion from Delaware to Nevada; Proposal 10 authorizes adjournment, if needed, to solicit votes on Proposals 5–9.

Board of directors and corporate governance

• Seven nominees stand for election through the 2027 annual meeting; six directors are independent. R. Kirk Huntsman serves as both Chair and CEO; no lead independent director is designated.

• Standing committees are Audit, Compensation, and Nominating and Corporate Governance; each operates under a written charter, and independent directors hold executive sessions.

• In FY2025, the Board met eight times, Audit five times, Compensation five times, and Nominating and Corporate Governance did not meet; each then-serving director attended at least 75% of applicable meetings.

• Nevada conversion would preserve one vote per common share, written consent, the 15% special-meeting right, an unclassified Board, and existing capital authorization; internal-affairs forum would shift to Nevada.