Koru Medical Systems Inc

This management proposal asks shareholders to approve an amendment that increases the authorized share reserve under the Company’s 2024 Omnibus Equity Incentive Plan from 2,300,000 to 4,600,000 shares (plus carryforward from legacy plans), a change the Board says is necessary because only 780,131 shares remain available under the current plan. Management frames the amendment as essential to attract, retain and motivate employees, consultants and non-employee directors through equity-based incentives and to preserve the Company’s pay-for-performance and retention programs, including its annual LTIP grants and director equity compensation. Shareholder approval is required to effectuate the change because it increases the number of shares issuable under the Plan and could otherwise dilute existing holders; the proxy discloses this potential effect on EPS, book value and voting power. The filing also notes that the increase may be characterized as having an anti-takeover effect by enabling issuance of shares in connection with defensive or strategic actions, which is an explicit governance consideration for investors. The Plan Amendment delegates administration to the Compensation Committee, preserves adjustment mechanics for corporate events, and retains limits such as non-employee director annual grant caps and ISO-related shareholder approval timing. From a governance perspective, investors should weigh the competitiveness benefits of additional equity availability against dilution risk and the absence of explicit burn-rate limits or robust shareholder-approved ceilings beyond the new aggregate figure. The Board recommends the amendment because the Company currently issues most awards from the 2024 Plan (including director equity and annual LTIP grants) and projects the existing reserve is insufficient to meet anticipated hiring, retention and incentive needs. Approving the amendment preserves the Company’s flexibility to grant ISOs and other awards, but investors may seek post-approval disclosure on projected burn-rate assumptions, grant practices and dilution scenarios to assess long-term shareholder impact. Given the Company’s active equity program, shareholders should consider both the short-term operational need for additional shares and longer-term alignment mechanisms such as vesting schedules, performance-based PSUs, and the Company’s clawback and ownership guidelines when evaluating the proposal.

This management-sponsored advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy. Management and the Board present the program as pay-for-performance, combining base salary, annual cash incentives (AICP), and long-term equity incentives (LTIP) including RSUs, PSUs and stock options designed to align named executive officers with shareholder value creation. The vote is non-binding but the Board and Compensation Committee state they will consider the results in future compensation decisions; this means a strong shareholder rejection could prompt changes in pay design or increased engagement. Key contextual considerations include the Company’s recent executive turnover and the CEO separation arrangements described in the proxy, the material size of certain awards (including inducement grants and large option awards to some executives), and governance protections such as clawback policies, stock ownership guidelines, and vesting and performance-based PSU mechanics. Investors should evaluate whether disclosed targets, mix between time- and performance-based equity, and the disclosed use of consultant benchmarking provide sufficient linkage between pay and sustained performance and whether any one-time transition payments materially distort annual pay. The proxy highlights potential concerns (e.g., significant option grants and retention-related awards) but also describes mitigants such as performance-based PSUs and clawback provisions; the Compensation Committee’s use of an independent consultant is noted but investors will often seek more granularity on peer groups and target-setting. Because the vote is advisory, the Board retains discretion, but will consider voting results when deciding future compensation policies and awards, creating a feedback mechanism between shareholders and the Compensation Committee. Given the mix of ongoing incentive structures and recent leadership changes, shareholders should weigh both the structural design and the specific magnitudes of recent awards when deciding how to vote on this proposal.

This management proposal asks shareholders to indicate, on a non-binding advisory basis, whether the Company should hold say-on-pay votes every one, two or three years, with the Board recommending an annual (ONE YEAR) frequency. The Board argues that because executive compensation decisions are made annually and the Company has experienced recent management turnover, an annual vote provides timelier shareholder feedback and better alignment between shareholder sentiment and annual changes in compensation programs. Practically, the outcome is non-binding; the Board and the Nominating & Governance Committee will consider the result but may adopt a different cadence if they determine that is in shareholders’ best interests. From an investor-engagement perspective, an annual vote gives shareholders a recurring channel to influence pay practices and increases the frequency of formal feedback loops to the Compensation Committee, but it also raises the potential for more frequent governance attention and proxy advisory scrutiny. Conversely, a multi-year frequency can reduce administrative costs and proxy noise and may allow the Company to focus on longer-term compensation design without annual campaigning. Given the Company’s stated reasons—annual decision-making cadence and recent management changes—annual voting is a defensible recommendation, but institutional investors will weigh the trade-off between responsiveness and governance workload. Shareholders should consider the Company’s responsiveness to prior say-on-pay outcomes and whether annual votes would materially improve accountability or merely create recurring ritual votes with limited incremental effect. The Board’s stated intention to consider the voting outcome mitigates some concerns, but investors may still seek assurance that the Board will act on clear trends in voting over time.