Vicarious Surgical (RBOT) Proxy Filing summary

Executive summary

• A special meeting is scheduled for April 8, 2026, to vote on a reverse stock split proposal for both Class A and Class B common stock, with a split ratio between 1-for-2 and 1-for-30, at the Board's discretion.

• The reverse stock split aims to increase the per-share trading price to facilitate potential listing on the Nasdaq Capital Market and attract a broader range of investors.

• The Board may abandon the reverse split at any time before filing the amendment, even if shareholders approve it.

• The Board recommends voting in favor of the proposal.

Voting matters and shareholder proposals

• Only shareholders of record as of March 16, 2026, are eligible to vote, with each Class A share entitled to one vote and each Class B share to twenty votes.

• The only matter to be voted on is the reverse stock split proposal; no other business is scheduled.

• A majority of votes cast is required for approval; abstentions and broker non-votes will not affect the outcome.

• Shareholder proposals for the 2026 annual meeting must be received by January 3, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The Board has full discretion to set the reverse split ratio and timing, and may elect to abandon the split if deemed not in the best interest of the company.

• Directors and executive officers have no substantial interests in the reverse split beyond their shareholdings.