Accuray Inc

1. 1

   Nasdaq Stock Issuance Proposal

   ManagementBoard: FOR

   Approve, subject to conditions, the issuance of common stock upon conversion of Series A Convertible Preferred Stock and exercise of warrants, including issuances potentially exceeding Nasdaq’s 19.99% threshold, below Nasdaq’s minimum price, constituting a change of control, and deemed equity compensation to a director-affiliated investor.

   More detail

   Proposal 1 asks stockholders to authorize common-stock issuances tied to the Company’s $55 million Series A preferred-stock financing and related warrants. The authorization covers up to approximately 110 million shares issuable on conversion of the preferred stock and approximately 15.3 million shares issuable on warrant exercise. The issuances may exceed Nasdaq’s 19.99% threshold, occur below Nasdaq’s minimum price, and potentially result in a change of control under Nasdaq rules. Approval also addresses Nasdaq’s equity-compensation rule because TCW affiliates are associated with director Steven F. Mayer. Management argues that the transaction provides $15 million of immediate cash, exchanges $40 million of debt for preferred equity, supplies covenant relief, and may provide additional liquidity. The Company acknowledges substantial dilution, including an estimated 92% increase in outstanding shares from preferred-stock conversion, as well as increased influence for TCW and its affiliates. If approval is denied, the preferred stock will not be issued, the debt exchange will not occur, a $15 million fee will become payable, and certain warrants will remain outstanding. The Board unanimously recommends approval because it views the financing as necessary to strengthen the balance sheet, preserve liquidity and going-concern prospects, and execute the transformation plan.

2. 2

   Authorized Shares Increase Proposal

   ManagementBoard: FOR

   Amend the Certificate of Incorporation to increase authorized common stock from 200 million to 400 million shares, increasing total authorized capital stock from 205 million to 405 million, primarily to support conversion of the Series A Preferred Stock and related potential issuances.

   More detail

   Proposal 2 asks stockholders to amend the charter to double authorized common stock from 200 million to 400 million shares. Total authorized capital stock would rise from 205 million to 405 million shares, while authorized preferred stock would remain at 5 million shares. Management says the increase is needed to reserve and issue up to 110 million common shares underlying the Series A Preferred Stock, together with other outstanding and potential obligations. The Company had only approximately 4.9 million unreserved common shares as of the Record Date after accounting for existing issuances and reserves. The proposal is closely linked to the financing transaction and is intended to ensure the Company can perform its conversion and warrant-related obligations. If both this proposal and the reverse split are approved, the Company expects the reverse split’s corresponding reduction in authorized shares to make the separate charter increase unnecessary, so it may not file this amendment. Additional authorized shares would have rights identical to existing common stock and could be issued without preemptive rights, potentially diluting current holders. The Board recommends approval because failure could terminate the financing, impose financing-related payment obligations, and undermine liquidity, debt reduction, and strategic flexibility.

3. 3

   Reverse Stock Split Proposal

   ManagementBoard: FOR

   Amend the Certificate of Incorporation to authorize a board-determined reverse stock split of common stock at any whole-number ratio from 1-for-15 to 1-for-40 within one year, with a corresponding reduction in authorized shares, primarily to regain Nasdaq’s $1.00 minimum bid-price compliance.

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   Proposal 3 asks stockholders to authorize a reverse split of the common stock at any whole-number ratio between 1-for-15 and 1-for-40. The Board would choose the exact ratio and timing, and could implement the split within one year without another stockholder vote. The amendment would combine outstanding shares and proportionally adjust preferred-stock conversion terms, equity awards, and warrant terms. It would also correspondingly reduce authorized common shares and total authorized capital stock. Management’s primary stated objective is to raise the per-share trading price above Nasdaq’s $1.00 minimum bid requirement and preserve the Company’s Nasdaq Capital Market listing. The Company received a bid-price deficiency notice and has an extended compliance date of February 1, 2027. Management also describes the reverse split as a condition of the Purchase Agreement, making approval important to the financing transaction. The Company warns that the split may fail to raise the price proportionately, reduce liquidity, increase odd-lot transaction costs, or produce negative market perceptions. The Board nevertheless recommends approval because it believes continued Nasdaq listing, financing completion, and potential improved investor accessibility outweigh those risks.

4. 4

   Adjournment Proposal

   ManagementBoard: FOR

   Authorize the proxy holders to adjourn, postpone, or continue the Special Meeting when necessary to solicit additional proxies if there are insufficient votes to approve Proposals 1, 2, or 3.

   More detail

   Proposal 4 asks stockholders to authorize adjournment, postponement, or continuation of the Special Meeting if the votes available are insufficient to approve one or more principal proposals. The authority may be exercised by the Board, Board Chair, President, or Corporate Secretary within the stated discretion. The principal purpose is to create additional time to solicit proxies, including from stockholders who have already voted. An adjournment could occur even where existing proxies appear sufficient to defeat a proposal, allowing management to seek changed votes before the matter is decided. The proposal is procedural and does not itself approve the financing, charter amendment, or reverse split. If the meeting is continued for 30 days or less without a new record date, the Company generally need not provide separate notice beyond an announcement at the meeting. Broker non-votes have no effect, while abstentions count against approval because the proposal requires a majority of voting power present and entitled to vote. The Board recommends approval to preserve flexibility to obtain the votes needed for Proposals 1, 2, and 3 and complete the financing-related agenda.

5. 5

   Other Business

   Management

   Transact any other business that may properly come before the Special Meeting or any adjournment or postponement.

   More detail

   Proposal 5 is a standard residual item authorizing consideration of other business that may properly come before the Special Meeting or any adjourned or postponed session. The Company states that, as of the proxy date, no stockholder had advised it of an intent to present another matter and management was unaware of any additional matters. It therefore does not identify a specific substantive action for stockholders to approve. If a proper additional matter arises, the named proxyholders may vote according to their best judgment. The proposal does not concern the financing transaction, preferred-stock conversion, authorized shares, or reverse split directly. It functions primarily as a discretionary proxy provision for unforeseen matters legally presented at the meeting. The filing does not provide a separate “FOR” or “AGAINST” Board recommendation for this item. Stockholders are effectively being asked to permit proxyholders to address procedurally proper unforeseen business. Its practical significance depends on whether any additional matter is actually brought before the meeting.

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When is the Accuray Inc 2026 special meeting?

Accuray Inc (ARAY) holds its 2026 special shareholder meeting on Tuesday, October 6, 2026.

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

The record date for the Accuray Inc 2026 meeting is Friday, August 21, 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 9 director nominees 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 5 proposals at the Accuray Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.