Accuray Inc

1. 1

   Election of Class II Director

   ManagementBoard: FOR

   Elect Richard A. Meier as a Class II director to serve until the 2029 Annual Meeting of Stockholders and until his successor is duly elected and qualified.

2. 2

   Advisory Vote to Approve Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers as described in the Proxy Statement, including the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures.

   More detail

   Proposal Two asks stockholders to approve, on a non-binding advisory basis, the overall compensation of Accuray’s named executive officers. The vote covers the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures rather than any single pay element. Management is seeking approval under Section 14A of the Exchange Act and has held an annual say-on-pay vote since 2011. The Compensation Committee considers annual voting results and stockholder feedback when evaluating the compensation program. The Company reports that approximately 87.6% of votes cast at the 2025 Annual Meeting supported the prior year’s executive compensation. The fiscal 2026 program emphasizes variable compensation, including cash incentives and equity awards, to connect pay with corporate and stock-price performance. However, fiscal 2026 financial performance fell below the bonus-plan thresholds, resulting in no performance-funded cash incentive awards other than guaranteed minimum payments for new executives Steve La Neve and Paul Miele. The program also includes clawbacks, stock ownership requirements, double-trigger change-in-control protections, an independent compensation consultant, and prohibitions on hedging and pledging. The Board recommends a FOR vote because it believes the program reasonably balances attraction, retention, motivation, performance alignment, governance, and shareholder interests.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.

4. 4

   Other Business

   Management

   Transact any other business that may properly come before the Annual Meeting, including a motion to adjourn or postpone the meeting to permit further solicitation of proxies if necessary.

   More detail

   The catch-all matter authorizes consideration of any business properly brought before the Annual Meeting. The filing states that the Board intends to present only the three specifically identified proposals and that, as of the proxy date, no stockholder had advised the Company of an intent to present another matter. Nevertheless, corporate meeting rules permit properly presented additional matters to be addressed. The item expressly includes a motion to adjourn the meeting to a later date if needed to permit further proxy solicitation. It also covers an adjournment or postponement of the meeting. The proxyholders are authorized to vote on such matters in accordance with their best judgment. The filing does not assign a separate FOR or AGAINST recommendation to this routine discretionary item. Its practical significance is procedural rather than substantive because it preserves flexibility if unexpected business or a need for additional solicitation arises. Stockholders therefore delegate limited voting discretion to the designated proxyholders for matters that satisfy the applicable requirements for presentation at the meeting.

Upcoming shareholder meetings at Accuray Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Accuray Inc 2026 annual meeting?

Accuray Inc (ARAY) holds its 2026 annual shareholder meeting on Thursday, November 19, 2026.

What is the record date for the Accuray Inc 2026 meeting?

The record date for the Accuray Inc 2026 meeting is Thursday, October 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Accuray Inc's 2026 meeting?

The board is presenting 1 director nominee at the Accuray Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Accuray Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Accuray Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.