Zomedica (ZOM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 10, 2025, to be held virtually, with shareholders able to vote and ask questions online.

• Key matters include election of eight directors, ratification of the external auditor, advisory vote on executive compensation, and other business.

• Board recommends voting in favor of all proposals, including director nominees, auditor ratification, and executive compensation.

• Shareholders of record as of April 21, 2025, are entitled to vote; each share carries one vote.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eight directors, (2) ratification of Grant Thornton LLP as auditor for 2025, (3) advisory say-on-pay vote for executive compensation, and (4) any other business.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be received by December 31, 2025, for inclusion in proxy materials.

• Advance notice by-law governs director nominations by shareholders.

Board of directors and corporate governance

• Board consists of eight members, with six considered independent under NYSE American and SEC rules.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, all composed entirely of independent directors.

• Chairman and CEO roles are separated; Jeffrey Rowe is independent Chairman, Larry Heaton is CEO.

• Board met six times in 2024; most directors attended all meetings.

• Board and committees conduct annual effectiveness assessments.

• No director term limits; board renewal is prioritized through ongoing evaluation.