NeurAxis (NRXS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2026, with voting on key proposals including director elections, auditor ratification, amendments to the 2022 Omnibus Securities and Incentive Plan, and approval of the 2025 Employee Stock Purchase Plan.

• Shareholders of record as of April 14, 2026, are eligible to vote, with both Common Stock and Series B Preferred Stock voting as a single class.

• Voting can be conducted online, by phone, mail, or in person, with detailed instructions provided.

Voting matters and shareholder proposals

• Proposals include electing six directors, ratifying the appointment of Rosenberg Rich Baker Berman, P.A. as auditor, amending the 2022 Plan to increase authorized shares and extend the evergreen provision, approving the 2025 Employee Stock Purchase Plan, and authorizing adjournment if needed.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 annual meeting must be submitted by April 10, 2027.

Board of directors and corporate governance

• The board consists of six members, with four qualifying as independent under SEC and NYSE American rules.

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

• Directors who are employees receive no additional compensation; non-employee directors are compensated per policy.

• The company has adopted a Code of Conduct and Insider Trading Policy, and maintains D&O liability insurance.