Aspira Women's Health (AWH) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 13, 2025, with six key proposals for shareholder vote, including director elections, executive compensation, warrant issuance, stock plan amendment, reverse stock split, and auditor ratification.

• Record date for voting is April 7, 2025, with 29,784,560 shares outstanding and entitled to vote.

• Voting can be done in advance by internet, phone, or mail, and shareholders may change their vote at the meeting.

Voting matters and shareholder proposals

• Proposals include: election of five directors, advisory vote on executive compensation, approval of warrants to related parties, amendment to the 2019 Stock Incentive Plan, reverse stock split, and ratification of BDO USA, P.C. as auditor.

• Shareholder proposals for the 2026 meeting must be submitted by December 12, 2025, for proxy inclusion.

• The reverse stock split proposal aims to maintain Nasdaq listing compliance.

Board of directors and corporate governance

• Five director nominees, all determined independent under Nasdaq rules, are up for election for one-year terms.

• The board separates the roles of Chair and CEO to reinforce independent oversight.

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

• Board and committee meetings were well-attended in 2024, with all directors meeting attendance requirements.