Microbot Medical (MBOT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for December 17, 2024, with shareholders voting on director elections, an amendment to the 2020 Omnibus Performance Award Plan, and the ratification of the independent auditor for 2024.

• Shareholders of record as of October 25, 2024, are entitled to vote, with 16,931,931 shares outstanding, each entitled to one vote per share.

• Proxy materials are available online, and the company has engaged Sodali & Co LLC for proxy solicitation at an estimated cost of $11,000 plus expenses.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class III directors (Prattipati Laxminarain and David J. Wilson) to serve until the 2027 annual meeting.

• Proposal 2: Amendment to the 2020 Omnibus Performance Award Plan to increase authorized shares for issuance by 600,000, from 2,020,652 to 2,620,652.

• Proposal 3: Ratification of Brightman Almagor Zohar & Co. (Deloitte) as independent registered public accounting firm for 2024.

• The board unanimously recommends voting “FOR” all proposals.

• Shareholder proposals for the 2025 meeting must be received by August 19, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of seven directors, with a classified structure (three classes with staggered terms).

• Independent directors comprise the majority, and all committees are composed of independent members.

• Board diversity matrix: 6 males, 1 female; one Asian, five White; no disclosed LGBTQ+ or other diversity categories.

• Three standing committees: Audit, Compensation, and Corporate Governance, each with defined charters and regular meetings.

• The Corporate Governance Committee oversees nominations and risk management oversight.