PAVmed (PAVM) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 27, 2026, to vote on four key proposals impacting capital structure, governance, and compensation.

• Proposals include approval of stock issuance related to a $30M private placement, a charter amendment for director removal, an equity plan increase, and potential adjournment.

• The Board unanimously recommends voting in favor of all proposals, citing benefits to capital structure, governance, and employee retention.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) Stock Issuance Proposal, (2) Charter Amendment Proposal, (3) Equity Plan Proposal, and (4) Adjournment Proposal.

• The Stock Issuance Proposal seeks approval for issuing common stock upon conversion of Series D Preferred Stock and a new convertible note, exceeding 20% of outstanding shares.

• The Charter Amendment Proposal allows removal of directors with or without cause by majority vote, while retaining a classified board.

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

• The Adjournment Proposal allows the meeting to be adjourned if insufficient votes are present.

Board of directors and corporate governance

• Board remains classified in three classes, but amendment would allow removal of directors without cause by majority vote.

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

• Advance notice and disclosure requirements for shareholder proposals and director nominations remain in place.