Co-Diagnostics (CODX) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 29, 2024, to be held virtually, with shareholders of record as of July 5, 2024, eligible to vote.

• Key proposals include election of one Class III director, advisory votes on executive compensation and its frequency, and ratification of the independent auditor.

• Board recommends voting for all proposals and for annual say-on-pay votes.

• Proxy materials and annual report are available online for shareholder review.

Voting matters and shareholder proposals

• Proposals: elect one Class III director (James Nelson), advisory approval of executive compensation, advisory vote on frequency of say-on-pay (Board recommends annual), and ratification of Tanner LLC as auditor.

• Shareholders may submit proposals for the 2025 meeting by March 19, 2025, following bylaw and SEC requirements.

• Board recommends voting for all proposals and for annual say-on-pay votes.

Board of directors and corporate governance

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

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

• Board diversity matrix: all five directors are male and white.

• Board leadership structure combines CEO and Chairman roles but is periodically reviewed.

• Shareholders can recommend board nominees and communicate with the board via informal processes.