VerifyMe (VRME) Proxy Filing summary

Executive summary

• Annual meeting scheduled for July 2, 2025, will be held virtually to enhance shareholder participation and reduce environmental impact through e-proxy rules.

• Shareholders will vote on electing six directors, approving executive compensation (say-on-pay), and ratifying the appointment of MaloneBailey, LLP as the independent auditor for 2025.

• Record date for voting is May 12, 2025, with 12,420,564 shares of common stock outstanding and entitled to vote.

• Voting can be done online, by phone, mail, or during the virtual meeting; beneficial owners must follow broker instructions.

Voting matters and shareholder proposals

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

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2026 meeting by January 21, 2026, and director nominations by April 3, 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 enhance oversight.

• Committees include Audit, Compensation, Nominating and Corporate Governance, Executive, and Mergers & Acquisitions, each with defined charters.

• Directors are encouraged to attend annual meetings; all attended in 2024.