Psychemedics (PMD) Proxy Filing summary

Executive summary

• Proposals include re-election of directors, advisory vote on executive compensation, ratification of a new auditor, approval of a reverse and forward stock split, ratification of a stock purchase agreement, and potential adjournment of the meeting.

• The main transaction aims to reduce the number of record holders below 300, delist from Nasdaq, and deregister from SEC reporting, saving approximately $845,000 annually.

• Stockholders with fewer than 4,000–6,000 shares will be cashed out at $2.35 per share; those with more will retain their holdings.

• The transaction is supported by a fairness opinion from Mirus Securities, confirming the cash-out price is fair to unaffiliated stockholders.

• The board and an independent transaction committee recommend approval, citing cost savings, limited trading liquidity, and lack of public company benefits.

Voting matters and shareholder proposals

• Proposals: re-election of five directors, advisory vote on executive compensation, ratification of Whitley Penn LLP as auditor, reverse and forward stock splits, ratification of the stock purchase agreement, and adjournment if needed.

• Approval of the reverse/forward stock split and stock purchase agreement are interdependent and required for the transaction to proceed.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of five members, four of whom are independent; all are nominated for re-election.

• Board committees (Audit, Compensation, Nominating/Governance) are composed solely of independent directors.

• The board established an independent transaction committee to oversee the transaction and protect unaffiliated stockholder interests.

• Board diversity matrix disclosed; current structure separates CEO and Chairman roles.