Heartbeam (BEAT) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on July 11, 2025, with shareholders voting on director elections, auditor appointment, and an amendment to the equity incentive plan.

• Shareholders of record as of May 12, 2025, are eligible to vote, with 33,809,707 shares outstanding.

• The Board recommends voting in favor of all proposals, including the election of nine directors, auditor ratification, and the equity plan amendment.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying CBIZ CPAs as auditor for 2025, and amending the 2022 Equity Incentive Plan to increase authorized shares by 3,000,000.

• Shareholders may submit proposals for the 2026 meeting by January 7, 2026, subject to bylaw requirements.

Board of directors and corporate governance

• The Board consists of nine nominees with diverse backgrounds in medical technology, investment, and business leadership.

• Seven directors are independent under NASDAQ rules; the Board separates CEO and Chairman roles.

• Four standing committees: Audit, Compensation, Nominating and Governance, and Commercialization, each with defined responsibilities and independent members.

• Directors attended at least 75% of meetings in 2024; no family relationships among directors or officers.