Lightwave Logic (LWLG) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2025, with shareholders voting on director elections, auditor ratification, and a new equity incentive plan.

• Proxy materials and the annual report are available online, and shareholders are encouraged to vote by mail, phone, or internet.

• The board recommends voting in favor of all proposals and nominees.

Voting matters and shareholder proposals

• Shareholders will elect two directors to serve until 2028, ratify Stephano Slack LLC as the independent auditor for 2025, and approve the 2025 Equity Incentive Plan.

• Each share is entitled to one vote; directors are elected by plurality, and proposals require a majority of votes cast.

• Shareholder proposals for the 2026 meeting must be submitted between October 29 and November 28, 2025.

Board of directors and corporate governance

• The board consists of seven members divided into three classes with staggered terms.

• Four directors are considered independent under NASDAQ rules.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and an inactive Operations Committee.

• The board leadership structure separates the CEO and Chair roles.

• A code of ethics and insider trading policy are in place, and a clawback policy has been adopted.