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 options for paper copies upon request.

• A one-for-twenty reverse stock split was effected in April 2026, and all share figures are adjusted accordingly.

Voting matters and shareholder proposals

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

• Proposals include ratification of Sadler, Gibb & Associates, LLC as auditor, a non-binding say-on-pay vote, reduction of authorized shares from 325M to 150M, and approval of the 2026 Stock Incentive Plan.

• Voting can be done online, by phone, mail, or in person, with a quorum set at 33 1/3% of voting power.

• No cumulative voting or dissenters' rights apply; directors are elected by plurality.

Board of directors and corporate governance

• The board consists of seven independent directors, with diversity in skills, experience, gender, and ethnicity.

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

• 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.