Aclarion (ACON) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for July 7, 2025, with voting on four key proposals: election of seven directors, ratification of the independent auditor, approval of a reverse stock split, and amendment to the 2022 Equity Incentive Plan.

• Only stockholders of record as of May 9, 2025, are entitled to vote; 582,371 shares are outstanding and eligible.

• Proxy materials are primarily distributed online to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1: Elect seven director nominees to serve until the 2026 annual meeting.

• Proposal 2: Ratify Haynie & Company as the independent registered public accounting firm for 2025.

• Proposal 3: Authorize a reverse stock split at a ratio between 1-for-5 and 1-for-400, at the board's discretion, within one year.

• Proposal 4: Approve an amendment to the 2022 Equity Incentive Plan, increasing the share reserve and annual grant limits.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2026 meeting by January 12, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of seven members, with six independent directors as per Nasdaq and SEC rules.

• Board committees: audit, compensation, and nominating/corporate governance, each with independent chairs.

• Board diversity matrix: 1 female, 6 male directors; all directors attended at least 75% of meetings in 2024.

• Lead independent director role established when chairman is also an executive officer.

• Code of Business Conduct and Ethics applies to all directors, officers, and employees.