Viemed Healthcare (VMD) Proxy Filing summary

Executive summary

• The annual general and special meeting is scheduled for June 5, 2025, to address key corporate matters, including director elections, auditor re-appointment, amendments to the long-term incentive plan, and executive compensation votes.

• Shareholders will vote on seven directors, the re-appointment of Ernst & Young LLP as auditors, amendments to the 2024 Long Term Incentive Plan, and advisory votes on executive compensation and its frequency.

• Proxy materials are distributed via notice-and-access provisions, with electronic and paper options available to shareholders.

• The record date for voting is April 9, 2025, with 39,523,787 common shares outstanding and no single shareholder holding more than 10% of voting rights.

Voting matters and shareholder proposals

• Proposals include receiving audited financials, electing seven directors, re-appointing auditors, approving amendments to the 2024 Long Term Incentive Plan, and advisory votes on executive compensation and its frequency.

• Shareholders are encouraged to vote in advance, with detailed instructions for registered and non-registered holders.

• Shareholder proposals for the next annual meeting must be submitted by March 5, 2026, and director nominations are subject to advance notice provisions.

Board of directors and corporate governance

• The board consists of seven members, with a majority being independent; the chairman is independent and separate from the CEO.

• Board committees (Audit, Compensation, CG&N) are composed entirely of independent directors.

• The board emphasizes diversity, ongoing education, and annual assessments of effectiveness, though no formal diversity targets or term limits are set.

• Directors are encouraged to attend shareholder meetings, and independent directors meet in executive session regularly.