Aspira Women's Health (AWH) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 2025 to address director elections, executive compensation, equity plan amendments, a reverse stock split, and auditor ratification.

• Four director nominees are up for election for one-year terms; board composition and diversity highlighted.

• Advisory vote on executive compensation and approval of amendments to the 2019 Stock Incentive Plan proposed.

• Proposal to approve issuance of warrants to related parties and a reverse stock split to maintain Nasdaq listing.

• Ratification of BDO USA, LLP as independent auditor for 2025 included.

Voting matters and shareholder proposals

• Election of four directors for one-year terms.

• Advisory vote on executive compensation (say-on-pay).

• Approval of issuance of warrants to related parties under a private placement.

• Amendment to increase shares under the 2019 Stock Incentive Plan.

• Approval of a reverse stock split at a ratio between 1-for-10 and 1-for-60.

• Ratification of BDO USA, LLP as independent auditor for 2025.

Board of directors and corporate governance

• Board currently consists of seven members; four nominated for re-election.

• All current nominees are independent under Nasdaq rules.

• Board leadership structure separates Chair and CEO roles to reinforce independence.

• Board diversity matrix provided, showing gender and ethnic diversity.

• Committees: Audit, Compensation, and Nominating & Governance, all with independent members.