Neuroone Medical Technologies (NMTC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 3, 2026, with voting on key proposals including director elections, auditor ratification, a reverse stock split, an equity plan amendment, and potential adjournment to solicit more proxies if needed.

• Stockholders of record as of February 20, 2026, are eligible to vote, with multiple voting methods available.

• The Board recommends voting in favor of all proposals on the agenda.

Voting matters and shareholder proposals

• Election of two Class III directors, Jeffrey Mathiesen and Edward Andrle, for three-year terms.

• Ratification of Baker Tilly US, LLP as the independent registered public accounting firm for fiscal year 2026.

• Approval of a reverse stock split at a ratio between 1-for-2 and 1-for-15 to maintain Nasdaq listing compliance.

• Amendment to the 2025 Equity Incentive Plan to increase share reserve and add an annual automatic increase provision.

• Authorization to adjourn the meeting if more time is needed to secure votes for the reverse stock split.

Board of directors and corporate governance

• The Board is chaired by Paul Buckman, with the CEO and Chairman roles separated.

• All directors except the CEO are considered independent under Nasdaq rules.

• The Board has audit, compensation, and nominating/governance committees, each with defined responsibilities and independent members.

• Director compensation includes cash and equity, with benchmarking to peers and a mix of retainers and committee fees.