Docgo Inc

This management proposal asks shareholders to approve, on a non-binding advisory basis, the Company’s executive compensation program as described in the proxy statement. Management seeks this approval to validate its compensation philosophy which emphasizes pay-for-performance through base salary, annual cash incentive tied to revenue and operating cash flow, and long-term PSUs tied to relative TSR, along with stock ownership guidelines and other governance measures. The board’s recommendation in favor is grounded in its view that the program balances short- and long-term incentives, aligns management’s interests with stockholders, and incentivizes retention. The proposal is routine but serves as an important governance signal; the result will inform the Compensation Committee’s future decisions. Given recent historical say-on-pay outcomes (~71.6% support in 2025), the outcome may reflect substantial but not unanimous endorsement, which the Compensation Committee will consider when setting future pay structures. Potential governance considerations include the size and structure of equity awards, use of relative TSR, and the company’s status as a smaller reporting company which affects disclosure and program design.

This management proposal requests shareholder approval to grant the Board authority to implement, at its discretion before December 31, 2026, a reverse stock split of common stock at a ratio chosen from 1-for-5 to 1-for-10 and to proportionately reduce authorized shares of common and preferred stock. Management frames this as a tactical tool to address Nasdaq’s minimum $1.00 bid price requirement after a notice of deficiency in January 2026, giving the company until July 27, 2026 to cure or seek a second compliance period. The Board seeks flexibility to select the ratio based on market conditions to maximize the likelihood of regaining compliance while minimizing dilution and administrative costs. The proposal notes risks: the reverse split may not achieve sustained compliance or higher liquidity, could reduce market capitalization, and may trigger Nasdaq’s stricter post-split rules that prevent a second cure period if the price falls below $1 within one year. The board recommends approval to preserve listing, enhance marketability, support capital raising and retain employees who value Nasdaq listing; shareholders must balance these potential benefits against risks of decreased liquidity and the company’s uncertain post-split price trajectory.

This management proposal seeks to replace an overly broad corporate opportunity waiver in the charter with a narrowed formulation that limits waivers to ‘Specified Opportunities’ and applies only to Outside Directors. The change responds to a Delaware Chancery Court complaint challenging the prior language as impermissibly broad and likely invalid under Section 122(17) of the DGCL. By defining ‘Specified Opportunities’ to include opportunities that would otherwise cause an Outside Director to breach duties to other entities and which were not presented in writing solely in the director’s capacity, the amendment seeks to preserve beneficial arrangements that allow certain directors to pursue external industry opportunities without automatic duty conflicts while aligning the charter with Delaware statutory authority and reducing litigation risk. The Board recommends approval to provide clarity and legal defensibility; the proposal balances protections for the corporation and flexibility for directors, but investors should weigh the potential for conflicts of interest and whether the scope of Specified Opportunities is sufficiently narrow in practice.

This management proposal asks shareholders to approve an amendment to the charter that extends exculpation for monetary damages to certain officers to the fullest extent permitted by Delaware law pursuant to Section 102(b)(7). The change closes a prior asymmetry where directors were exculpated but officers were not, which the Board contends exposes officers to litigation and hampers recruitment and retention. The amendment retains important carve-outs—no exculpation for derivative claims, breaches of the duty of loyalty, bad faith, intentional misconduct, knowing violations of law, or transactions conferring improper personal benefit—maintaining accountability. The Board frames the amendment as a governance measure to reduce nuisance litigation and insurance costs and to allow officers to make timely business decisions without undue fear of monetary liability; shareholders should consider the trade-off between insulating management and preserving recourse for misconduct and whether the existing carve-outs are sufficient.