Co-Diagnostics (CODX) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 28, 2025, to elect five directors, approve a new equity incentive plan, hold an advisory vote on executive compensation, and ratify the external auditor for 2025.

• Shareholders of record as of April 7, 2025, are eligible to vote, with one vote per share.

• Proxy materials are available online, and voting can be done by phone, internet, mail, or in person.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include: election of five directors, approval of the 2025 Equity Incentive Plan, advisory say-on-pay vote, and ratification of Tanner LLC as auditor.

• Shareholders can submit proposals for the 2026 meeting by December 15, 2025, following bylaw and SEC requirements.

• Board nominations by shareholders require advance written notice and compliance with detailed bylaw procedures.

Board of directors and corporate governance

• Board consists of five members, with a majority being independent under Nasdaq rules.

• Four standing committees: Audit, Compensation, Corporate Governance, and Nominating, all chaired and staffed by independent directors.

• Board met seven times in 2024; all directors attended over 75% of meetings.

• No formal diversity policy, but board considers experience, education, and diversity factors in nominations.

• CEO also serves as Chairman; board reviews leadership structure periodically.