Vivani Medical (VANI) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 24, 2025, with a record date of April 25, 2025.

• Stockholders will vote on the election of six directors, ratification of the independent auditor, and a non-binding advisory vote on executive compensation.

• Proxy materials are primarily distributed via Internet access, with paper copies available upon request.

• The Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect six directors to serve until the 2026 annual meeting.

• Proposal 2: Ratify BPM LLP as independent registered public accounting firm for 2025.

• Proposal 3: Approve, on a non-binding advisory basis, the compensation of named executive officers.

• Stockholders may submit proposals for the 2026 meeting by December 30, 2025.

Board of directors and corporate governance

• The Board consists of six members, with a majority deemed independent under Nasdaq rules.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Board diversity is considered, with one female director and a range of professional backgrounds.

• Directors attended at least 75% of meetings in 2024.

• Insider Trading Policy prohibits short sales, hedging, and pledging of company securities.