Milestone Scientific Inc

This management proposal seeks stockholder approval to amend the Company’s certificate of incorporation to increase authorized common stock by 10,000,000 shares (from 125,000,000 to 135,000,000). Management says the increase will provide flexibility to satisfy current contractual obligations, settle performance-based restricted stock units and other equity awards, and to support potential financings, strategic transactions (including acquisitions or partnerships), stock dividends or other corporate purposes without the delay and expense of a special shareholder meeting. The filing discloses that, as of the record date, a significant portion of the current authorized and reserved shares are already allocated or issuable (including outstanding warrants, options, PRSUs and deferred compensation), creating a practical need for additional authorized shares to issue planned awards. The proposal notes the Board retains discretion whether or not to effect the amendment even if approved, and highlights potential dilutive effects and anti-takeover considerations (the increased authorization could be used without further shareholder approval in ways that might entrench management). The Board recommends approval as a common corporate governance measure to preserve operational flexibility and to permit timely capitalization or equity settlements. Shareholders should weigh the near-term dilutive potential against the company’s stated need to fund compensation programs and pursue financing or strategic opportunities. Because the amendment does not itself issue shares or change rights, its immediate effect is procedural; the substantive impact depends on future issuances by the Board if and when they occur.

This management proposal requests shareholder approval to add 17,250,000 shares to the Company’s 2020 Equity Incentive Plan, raising the reserve to 28,750,000 shares. Management and the Compensation Committee argue the increase is needed to settle recently granted performance-based restricted stock units (PRSUs) and to preserve the company’s ability to grant competitive equity awards for recruitment, retention, and alignment of employees and executives with shareholder interests. The filing explains that a substantial portion of the pre-existing reserve is already issued or subject to awards, and that PRSUs totaling 11,202,513 shares were granted subject to shareholder approval—without approval those awards could terminate. The proposal also introduces a Performance Sub-Plan with multi-year milestones tied to net sales, market capitalization, and qualified acquisitions, reflecting a strategic alignment of long-term incentives with measurable business objectives. If approved, the Compensation Committee will have discretion to grant awards within the increased pool, and the filing cautions that future issuances may be dilutive and will be at the Committee’s discretion. The Board’s unanimous recommendation frames the amendment as essential to avoid a disruption in incentive compensation practices that could impair recruiting and retention. Investors should consider the projected dilution and the specific performance metrics associated with the PRSUs when assessing whether the increase appropriately balances incentive effects against shareholder dilution. Overall, the amendment is transactionally and governance-significant because it funds the company’s stated long-term incentive program and enables settlement of substantial awards already granted but subject to shareholder approval.

This is a non-binding advisory 'say-on-pay' proposal requesting shareholder approval of the compensation paid to the Company’s named executive officers as disclosed in the proxy materials. The vote does not alter fiduciary duties or create binding obligations but serves as feedback to the Compensation Committee and the Board, which state they will consider the vote outcome alongside other factors when shaping future pay decisions. The proxy includes discussion of the Company’s compensation objectives—attracting and retaining executives, tying pay to performance, and aligning executives with shareholder value—and recent actions such as option grants and an option repricing/exchange program intended to enhance retention and align incentives. Because the vote is advisory, management retains discretion, but a significant negative vote could prompt changes to compensation policies, disclosure, or practices; conversely, strong support provides license to continue current approaches. The proposal reflects broader governance norms and regulatory expectations for shareholder engagement on pay, and the Board recommends voting for the proposal while committing to consider stockholder views. Investors should weigh whether disclosed pay practices, including equity-based awards and performance metrics, adequately align management incentives with long-term shareholder returns and whether disclosure provides sufficient clarity about pay-for-performance linkages. The company indicates it holds this advisory vote every three years and will consider the results when making compensation decisions.