PAVmed (PAVM) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 2026 to vote on four key proposals, including stock issuance, charter amendment, equity plan increase, and potential adjournment.

• Proposals are linked to a $30 million private placement, recapitalization, and efforts to simplify capital structure and enhance operational flexibility.

• Board unanimously recommends voting in favor of all proposals, citing benefits for growth, governance, and capital resources.

Voting matters and shareholder proposals

• Stock Issuance Proposal: Approve issuance of common stock upon conversion of Series D Preferred Stock and 2026 Note, exceeding 20% of outstanding shares.

• Charter Amendment Proposal: Allow removal of any director, with or without cause, by majority vote of outstanding voting power.

• Equity Plan Proposal: Increase shares available under the 2014 Long-Term Incentive Equity Plan by 1,500,000 shares.

• Adjournment Proposal: Permit adjournment if insufficient votes are present to approve other proposals.

Board of directors and corporate governance

• Board remains classified in three staggered classes; amendment allows director removal without cause but retains staggered terms.

• Holders of Series D Preferred Stock retain right to appoint one director as long as at least 10,000 shares are outstanding.

• Advance notice required for shareholder proposals and director nominations.