Apyx Medical (APYX) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for August 7, 2025, with voting on director elections, auditor ratification, executive compensation, frequency of say-on-pay votes, and a charter amendment.

• The Board recommends voting for all its proposals, including a three-year frequency for say-on-pay and a charter amendment to remove an outdated creditor compromise provision.

• Major cost-saving initiatives in 2024 included a 25% workforce reduction, elimination of bonuses, and reduced board size and cash compensation, aiming for annual operating expenses below $40 million in 2025.

• The company received FDA 510(k) clearance for the AYON Body Contouring System and is preparing for a commercial launch in the second half of 2025.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying RSM US LLP as auditor, approving executive compensation, setting say-on-pay frequency, and amending the Certificate of Incorporation.

• The Board recommends voting for all director nominees, auditor ratification, executive compensation, a three-year say-on-pay frequency, and the charter amendment.

• The charter amendment is required by a credit agreement and removes an obsolete creditor compromise provision.

Board of directors and corporate governance

• Five directors are nominated for re-election, all current members, with four deemed independent.

• The Board has a Lead Independent Director and holds regular executive sessions without management.

• Board committees include Audit, Compensation, Governance and Nominating, and Regulatory Compliance, all composed of independent directors.

• Annual board and committee evaluations are conducted for effectiveness.

• A new Board observer with significant industry experience was added in November 2024.