VerifyMe (VRME) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 8, 2025, will be held virtually to enhance shareholder participation and reduce environmental impact.

• Shareholders will vote on electing six directors, approving executive compensation (say-on-pay), and ratifying the appointment of the independent auditor.

• Proxy materials are available online, and shareholders are encouraged to vote electronically for efficiency.

Voting matters and shareholder proposals

• Proposals include election of six directors, advisory approval of executive compensation, and ratification of MaloneBailey, LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Shareholders of record as of August 11, 2025, are eligible to vote; each share equals one vote.

• Shareholder proposals for the 2026 meeting must be submitted by April 15, 2026.

Board of directors and corporate governance

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

• Board leadership is separated between Chairman and CEO; lead independent director and non-executive vice chairman roles support independent oversight.

• Committees include 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.