Accuray Inc

This management proposal requests stockholder approval under Nasdaq Listing Rule 5635 for the potential issuance of Common Stock upon conversion of newly issued Series A Convertible Preferred Stock and upon exercise of Warrants issued in connection with Amendment No. 3 to the Financing Agreement and the Purchase Agreement. Management is seeking approval because the combined issuance could result in issuance in excess of Nasdaq thresholds (including potential attribution of a >19.99% position, equity compensation to a director, and issuance below Nasdaq’s defined Minimum Price), which would otherwise require stockholder consent under Nasdaq rules. The financing transaction contemplates a $15.0 million cash investment and a $40.0 million debt-for-equity exchange that would reduce indebtedness, provide covenant relief, cancel certain outstanding warrants, and supply critical liquidity; these outcomes depend on the issuance and conversion mechanics for the Series A Preferred Stock and exercise of the Warrants. Notable governance context includes TCW’s role as administrative agent and its designation rights for up to two Preferred Directors, and the fact that the Warrants have an exercise price of $0.01 and may be cashless, increasing potential dilution. The Board weighs significant dilution risks (up to ~92% increase in outstanding shares on conversion) and Nasdaq delisting discretion against the immediate liquidity, debt reduction, covenant relief, and preservation of the Financing Transaction; it recommends approval to enable the financing to close. The management justification frames non-approval as leading to termination consequences (the $15M becoming an obligation/fee, continuation of $40M debt, and cancelled-warrant protections not occurring) that would undermine the planned benefits. The proposal therefore asks shareholders to accept short-term dilution and governance changes in exchange for strengthened balance sheet and operational runway as articulated by management. Key risks include substantial dilution, potential Nasdaq delisting despite stockholder approval, concentrated influence by TCW and affiliates post-conversion, and the practical effects of the low warrant exercise price on perceived fairness and market impact.

This management proposal asks stockholders to approve an amendment to the Certificate of Incorporation to double the number of authorized Common Stock shares to ensure the Company has sufficient authorized but unissued shares to satisfy conversion obligations under the Purchase Agreement and Certificate of Designations for the Series A Preferred Stock. Management frames this as a necessary technical step to permit the Financing Transaction to close; without sufficient authorized shares the Purchase Agreement could be terminated and the $15.0 million cash investment recharacterized as an obligation or fee with adverse effects. The Board argues the increase is critical to avoid automatic adverse financial consequences and to provide flexibility for corporate initiatives, while noting the increase does not change the rights of existing shares. The proposal has clear dilutive implications because creating additional authorized shares enables the issuance of up to 110,000,000 shares upon conversion and supports potential warrant exercises, which would materially dilute existing holders. The filing states that if both this proposal and the reverse split are approved then the Company may not file the Authorized Shares Increase Amendment, indicating management plans to coordinate capitalization mechanics with the timing and effect of the reverse split. The approval threshold is a majority of votes cast, and the Board recommends FOR, reflecting its view that securing the ability to issue conversion shares is essential to consummating the Financing Transaction. Investors should weigh the immediate operational/financial stabilization benefits against the long-term dilution risk and potential governance impacts of a materially larger authorized share pool.

This management proposal seeks stockholder authorization for a flexible reverse stock split ratio between 1-for-15 and 1-for-40, to be implemented at the Board’s discretion within one year, primarily to address Nasdaq’s minimum $1.00 bid price requirement and as a condition of the Purchase Agreement. The Board’s rationale is that a reverse split will reduce the number of outstanding shares and likely increase the per-share trading price, thereby improving the Company’s ability to maintain listing on The Nasdaq Capital Market; Nasdaq has previously given the Company an extension to regain compliance. The proposal authorizes corresponding adjustments to outstanding Series A Preferred Stock, equity awards, and warrants, and contemplates cash payments in lieu of fractional shares, but preserves par value and aggregate equity. Management highlights the risks: there is no guarantee that the split will raise market capitalization or sustained trading price, liquidity could decrease, odd-lot holdings may increase, and investors may view a reverse split negatively. The Board retains discretion to abandon the split if it later deems it not in stockholders’ best interests; accordingly, approval merely grants authority rather than obligates action. The proposal is framed as necessary to satisfy Nasdaq requirements and to avoid termination consequences under the Purchase Agreement, but it also has potential anti-takeover implications by reducing outstanding shares and the authorized pool without altering relative voting rights. The Board recommends FOR, balancing the operational need to maintain Nasdaq listing and consummate the financing against the potential downsides for trading liquidity and investor perception.

This management proposal requests authorization for the proxy holders to adjourn, continue or postpone the Special Meeting to allow additional time to solicit votes if there are not sufficient votes to approve the Financing Transaction-related proposals (Nos. 1–3) at the scheduled meeting. Management seeks this flexibility to avoid a binding defeat at the meeting and to enable outreach to holders who may change their votes, potentially enabling the Company to secure the approvals required for the Purchase Agreement to close. The practical effect, if approved, is that the Board can extend the meeting (generally up to 30 days without additional notice) and use the extra time to solicit additional proxies, even if initial vote counts would prevent passage. This proposal is procedural but strategically material because it increases the likelihood that critical, dilutive proposals will be approved by giving management a mechanism to continue the solicitation process. Risks to investors include potential additional expense and perceived pressure to change votes post-meeting; the proposal can also enable management to seek votes even after apparent defeats, which some stockholders may view as entrenchment. The approval standard requires a majority of voting power present and entitled to vote, and the Board recommends FOR to preserve the ability to consummate the Financing Transaction. Overall, while routine in many contested or conditional transactions, this authorization materially supports management’s path to obtain shareholder approval for the financing.

This is a standard catch-all proposal reserving the right to consider and vote on any additional matters that may properly arise at the Special Meeting or any adjournment thereof. It does not identify specific actions and therefore provides management and proxy holders with discretion to address unforeseen or time-sensitive matters that could be presented by management or properly brought by stockholders. The company states that, as of the date of the proxy statement, it is not aware of any other matters to be presented, so this item is precautionary and procedural. Approving this item would not, by itself, approve any substantive transaction; any such matter would be presented and voted on at the meeting or an adjourned session as appropriate. Investors should note that proxies have discretion to vote on such matters if properly presented, and stockholders attending the virtual meeting can also vote directly on any new matters. The practical significance is minimal when no other matters are pending, but the item preserves the meeting’s ability to address additional business without further notice within the statutory limits. Because the proposal is open-ended, it has no specific governance, financial, or dilutive implications until a particular matter is proposed, and stockholders should consider each potential future action on its own merits if presented at the meeting.