Semler Scientific (SMLR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 4, 2024, to be held virtually, with voting on director elections, executive compensation, a new stock option plan, and auditor ratification.

• Shareholders of record as of August 16, 2024, are eligible to vote, with 6,992,286 shares outstanding.

• The board recommends voting in favor of all proposals and nominees.

Voting matters and shareholder proposals

• Four proposals: election of two Class III directors, advisory vote on executive compensation, approval of the 2024 Stock Option and Incentive Plan, and ratification of BDO USA, P.C. as auditor.

• Shareholders may vote by proxy, phone, internet, or during the virtual meeting.

• Proposals require a majority of votes cast for approval, except director elections, which require a plurality.

• Shareholder proposals for the 2025 meeting must be submitted by April 25, 2025.

Board of directors and corporate governance

• Board consists of four members in three classes; two Class III directors up for election.

• Board leadership is separated between the chairperson and CEO roles.

• Three of four directors are independent per Nasdaq standards.

• Board diversity matrix provided; one director from an underrepresented minority background.

• Four standing committees: audit, compensation, nominating and corporate governance, and bitcoin advisory.

• Board met 12 times in 2023; all members attended at least 75% of meetings.