Sanuwave Health (SNWV) Proxy Filing summary

Executive summary

• Annual stockholder meeting scheduled for August 19, 2025, to be held virtually, with voting on five key proposals.

• Proposals include election of five directors, ratification of a new auditor, amendment to the equity incentive plan, advisory say-on-pay, and vote on frequency of future say-on-pay votes.

• Record date for voting is July 8, 2025; only shareholders of record on this date may vote.

• Voting can be conducted online, by phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Proposal 1: Elect five directors to serve until the 2026 annual meeting.

• Proposal 2: Ratify Baker Tilly US, LLP as independent registered public accounting firm for fiscal year ending December 31, 2025.

• Proposal 3: Approve amendment to 2024 Equity Incentive Plan, increasing shares authorized by 500,000.

• Proposal 4: Advisory, non-binding vote to approve compensation paid to named executive officers.

• Proposal 5: Advisory, non-binding vote on frequency of future say-on-pay votes (1, 2, or 3 years).

Board of directors and corporate governance

• Board consists of five members, four of whom are independent under Nasdaq rules.

• Chairman and CEO roles are combined; Ian Miller serves as Lead Director to ensure independent oversight.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Strategy and Finance.

• Board and committees meet regularly, and all directors attended at least 75% of meetings in 2024.

• Code of business conduct and ethics and insider trading policy are in place and available on the company website.