Viemed Healthcare (VMD) Proxy filing summary

Executive summary

• The annual general and special meeting is scheduled for June 4, 2026, to address key governance and compensation matters, including director elections, auditor appointment, amendments to the long-term incentive plan, and a say-on-pay advisory vote.

• Shareholders will vote on the re-appointment of Ernst & Young LLP as auditors, amendments to the 2024 Long Term Incentive Plan, and executive compensation, with detailed proxy materials available online and by request.

• The record date for voting is April 8, 2026, with 38,483,586 common shares outstanding, each carrying one vote.

Voting matters and shareholder proposals

• Shareholders will elect seven directors, approve auditor re-appointment, ratify amendments to the 2024 Long Term Incentive Plan, and cast a non-binding advisory vote on executive compensation.

• The Second Amendment to the 2024 Omnibus Plan increases the maximum shares available for equity awards to 7,696,717, representing 20% of outstanding shares.

• Shareholder proposals and director nominations must comply with advance notice provisions and regulatory deadlines.

Board of directors and corporate governance

• The board consists of a majority of independent directors, with separate roles for the Chairman and CEO.

• Three standing committees—Audit, Compensation, and Corporate Governance & Nominating—are composed entirely of independent directors.

• The board emphasizes diversity, ongoing director education, and annual assessments of board and committee effectiveness.

• Directors receive a mix of cash and equity compensation, with committee chairs receiving additional fees.