Atomera (ATOM) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 15, 2025, with shareholders able to vote and ask questions online.

• Shareholders will vote on the election of five directors, ratification of the new auditor, executive compensation, and an amendment to the 2023 Stock Incentive Plan.

• Proxy materials are primarily distributed electronically to reduce environmental impact and costs, with paper copies available upon request.

• The board encourages all shareholders to vote, regardless of attendance at the virtual meeting.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying CBIZ CPAs P.C. as auditor, approving executive compensation (say-on-pay), and amending the 2023 Stock Incentive Plan to increase available shares.

• Shareholders can submit proposals for the 2026 meeting by November 26, 2025, for inclusion in proxy materials.

• The board unanimously recommends voting in favor of all proposals.

Board of directors and corporate governance

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

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent directors and written charters.

• The board values diversity and complies with Nasdaq's board diversity standards.

• A Cybersecurity subcommittee was created in 2023 to oversee information security policies.

• Policies prohibit speculative trading and require stock ownership by executives and directors.