Sanara Medtech Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of nine directors (Seth D. Yon; Ronald T. Nixon; Robert A. DeSutter; Roszell Mack III; Eric D. Major; Keith G. Myers; Sara N. Ortwein; Ann Beal Salamone; Eric D. Tanzberger) to serve until the 2027 annual meeting.

2. 2

   Ratification of the Appointment of Weaver and Tidwell, L.L.P. as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Board’s selection of Weaver and Tidwell, L.L.P. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

   More detail

   This management proposal requests a non-binding, advisory shareholder vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. Management and the compensation committee present this as an overall endorsement of the Company’s executive pay program, which they state is designed to align executive interests with shareholder value through a mix of base salary, annual cash bonuses and long-term equity awards tied to company and individual performance. The proposal is non-binding, so a vote against would not automatically change pay arrangements but would trigger a review by the compensation committee and potential corrective actions if there is significant shareholder dissatisfaction. The Board recommends a FOR vote, arguing that the structure of awards and the presence of vesting conditions and performance-linked components support long-term alignment. Contextually, the company is a smaller reporting company that has recently made senior leadership changes and provided substantial equity-based awards to attract and retain talent; the Committee values shareholder input while retaining discretion over plan design. A strong negative vote could prompt engagement with major holders and possible adjustments to disclosure, metrics, or pay levels; a strong positive vote provides endorsement of current pay practices and supports management continuity. Given the company’s recent executive transitions (new CEO appointed in 2025) and robust equity grants, investors will weigh pay levels, vesting schedules, severance/change-in-control provisions, and the company’s performance and TSR when casting their vote. The proposal should therefore be evaluated in light of the company-specific compensation narrative, the compensation committee’s governance processes, and the company’s stated objective to align pay with long-term shareholder returns.

4. 4

   Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation (Say-on-Frequency

   ManagementBoard: FOR

   Non-binding, advisory vote to recommend whether future advisory votes on executive compensation should be held every one, two or three years; the Board recommends a three-year frequency.

   More detail

   This management-sponsored proposal asks shareholders to recommend, on a non-binding basis, whether the Company should hold advisory votes on executive compensation every one, two, or three years, with the Board explicitly recommending a three-year cycle. The Board’s rationale is that a three-year frequency gives shareholders adequate time to observe the long-term effects of compensation policies and assess whether changes to pay programs produce desired outcomes, while reducing administrative and engagement burdens associated with annual votes. From a governance perspective, many institutional investors and proxy advisors evaluate say-on-frequency votes in the context of company performance, recent pay practices, and investor engagement history; some proxy advisors prefer annual votes for greater accountability, while others accept triennial votes for companies with longer-term incentive structures. A shareholder-selected three-year cycle would make the next say-on-pay review occur less frequently, which may benefit management stability but could reduce short-term responsiveness to shareholder concerns about pay. Given Sanara MedTech’s recent leadership changes and significant equity awards to executives, a three-year frequency could allow the market to judge whether those pay decisions align with long-term shareholder returns before mandating program adjustments. However, if shareholders are concerned about transparency or near-term compensation decisions, they may prefer a shorter interval to exert more frequent influence. Because the vote is advisory, the Board is not bound by the result but has committed to consider shareholder preferences when setting policy; substantial shareholder opposition to the recommended three-year cycle would likely prompt enhanced engagement and possible reconsideration. Investors should evaluate this proposal in light of the company’s compensation design, corporate performance, investor engagement history, and preferences of major institutional holders and proxy advisory firms.

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When is the Sanara Medtech Inc 2026 annual meeting?

Sanara Medtech Inc (SMTI) holds its 2026 annual shareholder meeting on Thursday, June 4, 2026.

What is the record date for the Sanara Medtech Inc 2026 meeting?

The record date for the Sanara Medtech Inc 2026 meeting is Wednesday, April 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Sanara Medtech Inc's 2026 meeting?

The board is presenting 9 director nominees at the Sanara Medtech Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Sanara Medtech Inc 2026 meeting?

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