Vivani Medical (VANI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 24, 2025, with shareholders able to vote and submit questions online.

• Shareholders of record as of April 25, 2025, are eligible to vote on key proposals, including director elections, auditor ratification, and executive compensation.

• Proxy materials are primarily distributed via internet access to reduce costs and environmental impact, with paper copies available upon request.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, ratifying BPM LLP as the independent auditor for 2025, and approving executive compensation on a non-binding basis.

• The board recommends voting FOR all three proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 30, 2025, with specific notice requirements for director nominations.

Board of directors and corporate governance

• The board consists of six members, with a majority deemed independent under Nasdaq rules; only Adam and Aaron Mendelsohn are not independent due to employment and family relationship.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• The board values diversity in experience, background, and skills, with one female director and a policy to consider diversity in nominations.

• Directors are expected to have high ethical standards, broad experience, and a commitment to shareholder value.