GlucoTrack (GCTK) Proxy filing summary

Executive summary

• The annual meeting will be held virtually in 2026 to elect directors, approve executive compensation, ratify the auditor, authorize reverse stock splits, and approve a warrant inducement for Nasdaq compliance.

• Shareholders can vote online, by phone, or by mail, and are encouraged to vote even if not attending.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Five directors are up for election to serve until the 2027 annual meeting.

• Advisory approval of 2025 executive compensation (Say-on-Pay) is sought.

• Ratification of CBIZ CPAs P.C. as independent auditor for 2026 is proposed.

• Approval is requested for one or more reverse stock splits at a ratio up to 1-for-30 to maintain Nasdaq listing.

• Approval of a warrant inducement, including repricing and issuance of new warrants, is sought to comply with Nasdaq Listing Rule 5635(d).

Board of directors and corporate governance

• The Board consists of five members, four of whom are independent per Nasdaq standards.

• Committees include audit, compensation, and nominating/governance, all with independent members.

• Directors are encouraged to attend annual meetings; all attended in 2025.

• The Board oversees risk, with committees responsible for specific risk areas, including cybersecurity.

• Directors and officers are indemnified to the fullest extent permitted by Delaware law.