Myomo Inc

This advisory proposal asks shareholders to approve, on a non-binding basis, the overall compensation paid to the named executive officers as disclosed in the Proxy Statement. Management and the compensation committee report that compensation is structured to balance fixed and variable pay, align pay with performance through equity incentives and annual bonuses, and to motivate executives to meet strategic, sales, operational and financial targets. The company conducts this advisory vote every three years consistent with prior shareholder preference; the current vote is the next scheduled triennial Say-on-Pay. If a significant number of votes are cast against the proposal, the compensation committee has committed to evaluate stockholder concerns and consider responsive actions. The board recommends a FOR vote, arguing that the program is appropriate for the company’s size and stage and that it promotes alignment with stockholders. Key contextual factors include the company’s recent revenue performance, equity grant practices (including paying 2025 bonuses in RSUs), and the material changes in stock price that affect realized compensation. The advisory nature means the vote does not bind the board, but a large negative vote could prompt a review of compensation policies. Analysts should consider both pay design (mix of RSUs, performance shares, base salary and bonuses) and the company’s disclosure about pay-versus-performance when evaluating the governance implications of the vote.

This management proposal requests shareholder approval to add 1,833,000 shares to the company’s long‑standing equity incentive plan, increasing the aggregate reserve to 8,114,140 shares (including prior automatic annual increases). Management frames the request as necessary to preserve its ability to grant competitive equity awards to employees, consultants and non‑employee directors — a common retention and alignment tool for growth-stage and microcap companies. The proxy disclosure quantifies the need: projected consumption from paying 2025 bonuses in fully‑vested RSUs (estimated at ~1,515,000 shares based on the April 29, 2026 stock price) and a three‑year value‑adjusted burn‑rate shortfall relative to ISS peers; the incremental share request approximates that difference. The board and compensation committee assert that the increase will provide roughly two years of runway for typical grant activity when combined with the plan’s evergreen provision. Governance protections disclosed include limits on repricing without shareholder approval, annual director compensation caps, and standard change‑of‑control and adjustment provisions. Voting to approve increases dilution risk to existing holders but preserves the company’s flexibility to incentivize staff and conserve cash by issuing equity rather than cash bonuses. Sophisticated investors should weigh the proposed increase against historical grant practices, the company’s hiring and retention needs, the likely dilution (quantified in the filing), and whether the proposed share pool and evergreen mechanism align with investor burn‑rate expectations and governance norms.

This management proposal asks shareholders to approve a charter amendment increasing authorized common shares from 65 million to 100 million (total authorized shares to 110 million including preferred). Management explains the purpose as preserving flexibility to raise capital, support strategic transactions (M&A, partnerships, licensing), expand equity compensation, and satisfy conversions/exercises without the delay of a special meeting. The disclosure quantifies current issued/outstanding and reserved shares so investors can assess remaining headroom and potential dilution; as of April 29, 2026 about 17.55 million authorized common shares remained unissued and unreserved. The board notes the ease and speed benefits of having authorized shares available, but also acknowledges potential adverse effects, including dilution and the need to seek stockholder approval for future increases under Delaware law. From a governance perspective, investors should weigh near‑term operational flexibility against long‑term dilution risk and consider management’s stated plans for use of the additional capacity (capital raises, equity comp, acquisitions). The approval requires a majority of votes properly cast; abstentions will count as against under the company’s rules. A vote FOR preserves optionality; a vote AGAINST would constrain near‑term equity issuance absent a special meeting.

The Horton Fund’s proposal requests the board to declassify the board so that all directors are elected annually, arguing this enhances accountability by allowing shareholders to regularly evaluate and replace directors; the proponent cites institutional investor and academic support and claims classified boards correlate with lower valuations and weaker responsiveness. Management’s response is to make no recommendation — the board explicitly declines to support or oppose the proposal and presents a balanced statement outlining arguments for both sides: continuity and stability benefits for microcap companies and anti‑takeover defenses vs. shareholder accountability and governance norms. The company emphasizes that eliminating classification would require both board action and a supermajority (66 2/3%) shareholder amendment to the charter under Delaware law, so an advisory vote would be a non‑binding signal rather than an immediate change. For governance analysts, the key considerations are the company’s size and strategic needs (the board cites microcap-specific reasons for staggered terms), the identity and preferences of major shareholders (e.g., Horton Fund and other institutional holders named in the proxy), and the likely difficulty of obtaining a charter amendment given the supermajority requirement. The vote’s outcome will signal whether shareholders prefer greater annual accountability or prefer the stability the board argues a classified structure provides; if a large majority favors declassification, it could create political pressure on the board to pursue the formal charter amendment despite the legal hurdles. Investors should also consider whether declassification would materially affect near‑term takeover defenses or materially change board composition dynamics given current director tenures and recent board additions.

This management proposal seeks shareholder authorization to adjourn or postpone the Annual Meeting to allow the company to solicit additional proxies if there are insufficient votes to approve key proposals (Proposals 1–6). Such adjournment authority is a routine procedural measure that gives the board and proxy holders the ability to extend solicitation efforts (for example, to obtain quorum or majority votes) without reconvening a separate meeting. The board recommends voting FOR to preserve flexibility and avoid potentially costly or time‑consuming repeat meeting logistics. From a governance perspective, approval does not change the substance of any proposal but affects the timeline and mechanics for obtaining shareholder approval; opponents sometimes criticize excessive adjournment authority if used to delay accountability, but the company’s stated intent is to seek additional proxies only when necessary to approve proposals previously disclosed. Practically, the adjournment vote can be decisive in close contests because it enables the board to solicit outstanding institutional or retail holders who did not vote initially. Investors evaluating the proposal should consider whether they trust management’s use of adjournment authority — the company states proxies will be solicited to establish quorum or obtain sufficient votes to approve Proposals 1–6, consistent with customary practice.