Monogram Technologies (MGRM) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on December 19, 2024, with voting on four key proposals and other business as may arise.

• Stockholders of record as of October 25, 2024, are eligible to vote, with each share of common stock entitled to one vote; 34,690,892 shares were outstanding as of the record date.

• Proxy materials are distributed primarily via internet to reduce costs and environmental impact, with options for mail or email delivery upon request.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class I directors (Rick Van Kirk and Colleen Gray) to serve until the 2027 annual meeting.

• Proposal 2: Ratification of Fruci & Associates II, PLLC as independent registered public accounting firm for 2024.

• Proposal 3: Approval of an amendment to the 2019 Stock Option and Grant Plan, increasing available shares to 11,200,000 and adding an evergreen provision.

• Proposal 4: Advisory vote on executive compensation (say-on-pay).

• Board recommends a vote FOR all proposals.

Board of directors and corporate governance

• Board consists of five directors, divided into three classes with staggered terms; three are independent per Nasdaq rules.

• Committees include Audit, Compensation, and Nomination, each chaired by Paul Riss and composed of independent directors.

• No family relationships among directors or executive officers; no director or officer has been involved in recent legal proceedings.

• Code of business conduct and ethics applies to all employees, officers, and directors.

• Directors and officers are indemnified to the fullest extent permitted by Delaware law, with D&O insurance in place.