Clearpoint Neuro Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven nominees to the board to serve until the 2027 annual meeting.

2. 2

   Ratification of the Appointment of Our Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Cherry Bekaert LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.

3. 3

   Advisory (Non-Binding) Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement (say-on-pay).

4. 4

   Approval of the Seventh Amended and Restated 2013 Incentive Compensation Plan

   ManagementBoard: FOR

   Approve amendment and restatement to increase the share reserve by 1,000,000 shares (from 6,806,250 to 7,806,250) and make administrative changes, extending plan term.

   More detail

   The proposal seeks stockholder approval to adopt the Seventh Amended and Restated 2013 Incentive Compensation Plan, which primarily increases the number of shares available for grants by 1,000,000 shares and includes administrative and conforming changes. Management is pursuing shareholder approval to ensure the company has sufficient share reserve to continue granting equity incentives to attract, retain and motivate employees, consultants and directors; without approval the existing plan remains in effect and the company may face limited capacity to grant awards, potentially forcing higher cash compensation. The board frames the increase as modest — representing approximately 3% of outstanding shares on a fully diluted basis at the record date — and argues it balances dilution with operational needs; the proposal also extends the term of the plan for an additional year. Key governance features include discretion for the Compensation Committee to set award types, anti-repricing without shareholder approval, limits on director awards, adjustments for corporate changes, and clawback and 409A compliance provisions. Approval would enable continued equity grants under the restated terms; rejection would leave the company dependent on the existing plan’s remaining ~666k share reserve and could constrain hiring and retention. Investors should weigh dilution risk, past equity usage (large grant history including CEO and other NEO grants), and whether plan features (e.g., share limits, repricing protections) sufficiently protect shareholders.

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When is the Clearpoint Neuro Inc 2026 annual meeting?

Clearpoint Neuro Inc (CLPT) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Clearpoint Neuro Inc 2026 meeting?

The record date for the Clearpoint Neuro Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 7 director nominees at the Clearpoint Neuro Inc 2026 meeting, listed with their independence status and background.

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

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