VerifyMe (VRME) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 8, 2025, to be held virtually, with voting on key proposals including director elections, executive compensation, auditor ratification, and a reverse stock split authorization.

• Proxy materials distributed via full set delivery, with voting available online, by phone, mail, or during the virtual meeting.

• Board recommends voting in favor of all proposals, including the reverse stock split to address Nasdaq listing compliance.

Voting matters and shareholder proposals

• Election of six directors to serve until the 2026 annual meeting.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of MaloneBailey, LLP as independent auditor for fiscal year 2025.

• Authorization for the Board to effect a reverse stock split at a ratio of 1-for-2 to 1-for-10, with no change to authorized shares.

Board of directors and corporate governance

• Board consists of six members, with a majority deemed independent under Nasdaq standards.

• Board leadership structure separates Chairman and CEO roles; lead independent director and non-executive vice chairman appointed.

• Five standing committees: Audit, Compensation, Nominating and Corporate Governance, Executive, and Mergers & Acquisitions.

• All directors attended at least 75% of meetings in 2024, except two who missed three meetings.