Apyx Medical (APYX) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 7, 2025, with five key proposals up for shareholder vote, including director elections, auditor ratification, executive compensation, frequency of say-on-pay votes, and a charter amendment to remove a creditor compromise provision.

• The board unanimously recommends voting in favor of all proposals, with a three-year frequency for say-on-pay votes.

• Major cost-saving initiatives were implemented in 2024, including a 25% workforce reduction, board downsizing, and expense reductions, aiming for cash-flow breakeven.

• The company received FDA 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• The charter amendment is required by a credit agreement and removes an outdated creditor compromise provision.

Board of directors and corporate governance

• The board consists of five members, four of whom are independent; all directors attended 100% of meetings in 2024.

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

• The board conducts annual self-evaluations and holds regular executive sessions without management.

• Board leadership includes a non-executive chair, a lead independent director, and a CEO responsible for strategy implementation.