Vivos Therapeutics (VVOS) Proxy filing summary

Executive summary

• Annual meeting scheduled for November 18, 2026, as a virtual webcast; October 9, 2026 is the record date, with 10 proposals before stockholders.

• The Board recommends FOR all proposals and a three-year frequency for future advisory votes on executive compensation.

Voting matters and shareholder proposals

• Proposals include seven director elections, advisory say-on-pay and vote frequency, auditor ratification, a 1-for-20 to 1-for-40 reverse split, and approval of two preferred-stock conversion issuances.

• Proposal 6 seeks Nasdaq approval for up to 18,476,959 shares tied to Series A preferred stock and warrants held by New Seneca affiliates; the potential shares equal ~55% of shares outstanding at the record date.

• Proposal 7 seeks approval for up to 80 million shares on Series C conversion; full conversion could represent ~70.4% of post-issuance common shares, while rejection keeps the 6,718,517-share exchange cap in place.

• Proposal 8 would increase the 2024 equity plan reserve by 4.9 million shares, from 4.1 million to 9 million, to support expected grants over the next 12–24 months.

• Proposal 10 authorizes adjournment, if needed, to seek additional proxies on Proposals 5–9.

Board of directors and corporate governance

• Seven directors are nominated for terms through the 2027 annual meeting; six are independent, while R. Kirk Huntsman serves as CEO, Board Chair and the sole non-independent director.

• The Board has Audit, Compensation, and Nominating and Corporate Governance committees; independent directors hold executive sessions, and the Board may periodically review its leadership structure.

• The Audit Committee met five times and Compensation Committee five times in FY2025; the Nominating and Corporate Governance Committee did not meet that year.

• A 2023 clawback policy covers excess incentive compensation received by covered executives during the three completed fiscal years preceding a required accounting restatement.