LogicMark (LGMK) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 15, 2025, to vote on five key proposals, including director elections, auditor ratification, and amendments to the corporate charter.

• Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

• Proxy materials and annual report are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Election of five directors to serve until the 2026 annual meeting.

• Ratification of BPM LLP as independent registered public accountants for fiscal year ending December 31, 2025.

• Authorization for a reverse stock split of common stock at a ratio between 1-for-300 and 1-for-750, to be implemented by December 31, 2025.

• Authorization for a reverse stock split of Series C Preferred Stock at the same ratio as common stock and proportional adjustment of its stated value.

• Amendment to delete language prohibiting reduction of authorized shares below shares outstanding, providing greater flexibility for future corporate actions.

• Procedures for future shareholder proposals and proxy solicitation outlined.

Board of directors and corporate governance

• Board consists of five members, with three classified as independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Corporate Governance and Nomination, each with defined responsibilities and independent members.

• Board held six meetings in 2024; high attendance noted.

• No family relationships or recent legal proceedings involving directors or officers.

• Leadership structure separates CEO and Chair roles for balanced oversight.