Movano (MOVE) Proxy filing summary

Executive summary

• The proxy filing details the 2026 annual meeting, including proposals for board elections, equity issuances, auditor ratification, and new incentive plans following a transformative merger with Corvex OpCo.

• The merger was executed to maximize shareholder value, integrate AI infrastructure capabilities, and avoid Nasdaq delisting due to equity requirements.

• The transaction involved complex equity issuances, including Series B, C, and D Preferred Stock, and a stock dividend to pre-merger shareholders.

• The board and management considered alternative transactions and determined the merger was the most favorable option after a comprehensive review.

Voting matters and shareholder proposals

• Seven proposals are up for vote: election of two Class II directors, approval of equity issuances related to the merger, ratification of BDO as auditor, approval of the 2026 Equity Incentive Plan, approval of the 2026 Employee Stock Purchase Plan, and potential adjournment to solicit more proxies.

• The board recommends voting FOR all proposals.

• Approval of the Conversion and Option Proposals is required to comply with Nasdaq rules for issuing more than 20% of outstanding stock and for change of control.

• Stockholder approval is also sought for new equity and employee stock purchase plans to incentivize and retain talent.

Board of directors and corporate governance

• Post-merger, the board will consist of five directors in staggered three-year terms, with three classified as independent under Nasdaq standards.

• The board has an independent chairperson and three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all comprised of independent directors.

• The board oversees risk management, with committees responsible for financial, operational, and governance risks.

• Policies include a code of conduct, insider trading policy, and a clawback policy for executive compensation.