VolitionRX (VNRX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 17, 2026, with voting on five key proposals, including director elections, auditor ratification, executive compensation, a reduction in authorized shares, and a new stock incentive plan.

• The board unanimously recommends voting in favor of all proposals and has set May 26, 2026, as the record date for voting eligibility.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with multiple voting methods available.

Voting matters and shareholder proposals

• Seven directors are nominated for election to serve until the next annual meeting.

• Ratification of Sadler, Gibb & Associates, LLC as the independent registered public accounting firm for 2026 is proposed.

• A non-binding advisory vote on named executive officer compensation is included.

• Approval is sought for a fourth amendment to reduce authorized common shares from 325,000,000 to 150,000,000.

• Approval of the 2026 Stock Incentive Plan, authorizing 850,000 shares for equity awards, is on the agenda.

Board of directors and corporate governance

• The board consists of seven independent directors, with a focus on diversity, skills, and experience.

• Committees include Audit, Compensation, and Nominations and Governance, each with defined responsibilities and independent membership.

• The board separates the roles of CEO and Chairman, with a lead independent director for enhanced oversight.

• Regular engagement with institutional and private investors is conducted to gather feedback on governance and business practices.