Vivani Medical Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six directors (five incumbents and one new nominee) to serve until the 2027 annual meeting or until their successors are elected and qualified.

2. 2

   Non-Binding Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This is a non-binding ‘‘say-on-pay’’ advisory vote asking stockholders to approve the overall compensation disclosed for the Company’s named executive officers. Management frames the vote as a referendum on overall compensation policies rather than any single element and emphasizes alignment of pay with stockholder interests and the need to attract and retain experienced executives. The Board previously requested a one-year frequency for these votes and continues to solicit annual advisory approval to obtain ongoing feedback. Because the vote is advisory, it will not change contractual pay arrangements directly, but the Compensation Committee and the Board state they will consider the voting outcome when setting future compensation. The Company highlights elements of its compensation program—base salary, equity awards with performance features, and limited cash bonuses—intended to balance retention and alignment with long-term stockholder value. The vote’s outcome provides a governance signal to institutional investors and proxy advisors; a strong ‘‘FOR’’ supports current pay practices, while a weak vote could trigger post‑vote engagement or compensation changes. Management recommends a ‘‘FOR’’ vote, arguing the program’s structure and consultant-supported benchmarking justify shareholder support. The proposal is non-routine under NYSE rules; broker discretionary votes do not apply, so investor participation is important to reflect stockholder sentiment.

3. 3

   Approval of the Adoption of the Amended and Restated 2022 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve amendment and restatement of the 2022 Omnibus Incentive Plan to increase the share reserve by 11,000,000 shares (creating a total plan pool of 21,033,333 shares) and continue plan provisions.

   More detail

   This management proposal requests shareholder approval to amend and restate the Company’s 2022 Omnibus Incentive Plan to increase the authorized share reserve by 11,000,000 shares, bringing the total potential pool to 21,033,333 shares. Management argues the increase is needed to attract, retain and motivate employees, non-employee directors and consultants amid competitive pressures in the biotech/pharma labor market and to provide retentive equity for existing employees and planned hires. The filing discloses current plan usage (over 8.45M options outstanding, 800k performance-based awards unvested, and just 418,558 shares available as of March 31, 2026) and states the requested increase should provide sufficient capacity for approximately three years under current assumptions. The Amended Plan includes governance protections common to investor expectations: no automatic evergreen, no repricing of options or SARs without shareholder approval, limits on director compensation under the plan, specified vesting acceleration rules in limited circumstances, and Administrator Committee oversight. Management quantifies historical burn rates (three-year average 3.17%, below an ISS industry threshold of 8.41%), arguing dilution has been moderate versus peers, and states the Compensation Committee monitors net burn and dilution. The Board frames the alternative—failure to approve— as likely forcing more cash compensation and reducing alignment between employees and stockholders, which could raise operating costs and weaken retention. The principal trade-off for investors is dilution versus operational execution and talent retention; shareholders should weigh the company’s disclosed low historical burn rate and near-term award needs against potential long-term share overhang. The Board recommends a FOR vote, citing talent competition, consultant benchmarking, and the Company’s plan controls as justification for the increase.

4. 4

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Vivani Medical Inc 2026 annual meeting?

Vivani Medical Inc (VANI) holds its 2026 annual shareholder meeting on Wednesday, June 24, 2026.

What is the record date for the Vivani Medical Inc 2026 meeting?

The record date for the Vivani Medical Inc 2026 meeting is Monday, April 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Vivani Medical Inc's 2026 meeting?

The board is presenting 6 director nominees at the Vivani Medical Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Vivani Medical Inc 2026 meeting?

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