Butterfly Network Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven persons (Joseph DeVivo, Jonathan M. Rothberg, Ph.D., Larry Robbins, Elazer Edelman, M.D., Ph.D., Caroll H. Neubauer, S. Louise Phanstiel, and Erica Schwartz, M.D., J.D., M.P.H.) to the board of directors to serve one-year terms expiring in 2027.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Non-Binding Advisory Vote on Approval of the Compensation of our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (the 'say-on-pay' vote).

   More detail

   This management proposal requests an advisory (non-binding) shareholder vote to approve the compensation of the named executive officers as disclosed in the proxy statement. Management frames the vote as an endorsement of a compensation program designed to attract, motivate and retain executive talent through a mix of base salary, annual cash incentives, time-based RSUs and performance-based RSUs/PSUs, with the compensation committee engaging an independent consultant (Pay Governance) to benchmark and recommend pay levels and structures. The proposal is non-binding under SEC rules, but the compensation committee and board state they will review and consider the voting outcome in future compensation decisions. Relevant governance context includes that the company is a ‘‘controlled company’’—its founder Dr. Jonathan Rothberg controls a majority of voting power—potentially reducing the practical impact of minority shareholders on board composition and pay oversight. The compensation program includes change-in-control and severance protections, modified 280G cutbacks, and clawback provisions, as well as equity awards with market-price vesting conditions; these features aim to align long-term executive rewards with stock-price performance while providing retention. From a stockholder-perspective there are tradeoffs: while equity with market-based vesting aligns pay with share performance, the company has reported negative net income and volatile TSR in recent years, which may raise questions about realized pay versus long-term shareholder returns. The board’s explicit recommendation and the structured compensation design make the proposal likely to pass operationally, but the advisory nature means continued shareholder engagement and disclosure will be the primary mechanism for influence. In evaluating the proposal, an analyst should weigh the alignment between realized compensation and the company’s financial and operational metrics, the role of large voting control by insiders, the presence of performance-based equity, and the board’s responsiveness to past say-on-pay outcomes when forming a view on governance effectiveness and incentive alignment.

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When is the Butterfly Network Inc 2026 annual meeting?

Butterfly Network Inc (BFLY) holds its 2026 annual shareholder meeting on Thursday, June 18, 2026.

What is the record date for the Butterfly Network Inc 2026 meeting?

The record date for the Butterfly Network Inc 2026 meeting is Tuesday, April 21, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 6 director nominees at the Butterfly Network Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 3 proposals at the Butterfly Network Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.