Vivani Medical (VANI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 24, 2026, with shareholders able to vote online, by phone, mail, or during the webcast.

• Four main proposals are up for vote: election of six directors, advisory approval of executive compensation, approval of the amended 2022 Omnibus Incentive Plan, and ratification of BPM LLP as auditor.

• The board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, approving executive compensation, amending the 2022 Omnibus Incentive Plan, and ratifying BPM LLP as auditor.

• The board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2027 meeting by December 30, 2026, and must follow specific procedures for director nominations.

Board of directors and corporate governance

• The board consists of six members, with one female director and a focus on diverse backgrounds and skills.

• All directors except the CEO and his father are independent under Nasdaq rules.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all meeting independence standards.

• The board has adopted policies on insider trading, director diversity, and compensation recovery.