Viemed Healthcare Inc

This management proposal asks shareholders to approve a Second Amendment to the Corporation’s 2024 Long Term Incentive Plan (the "2024 Omnibus Plan") that increases the maximum aggregate number of Common Shares reserved for issuance under the 2024 Omnibus Plan and prior equity plans to 7,696,717 shares (including up to 1,000,000 shares that may be issued as Incentive Stock Options). Management is seeking shareholder approval because the plan’s increase is a material amendment that requires shareholder ratification under applicable securities rules and the plan’s terms. The filing explains the Board’s view that equity-based awards are an important component of the company’s compensation framework to attract, retain and motivate employees and directors while conserving cash. The proposed increase would effectively add 913,542 shares available for future awards as of April 8, 2026, addressing an identified shortfall in the existing reserve and enabling continued grant activity. The amendment does not change other substantive terms of the plan (vesting, administration, change-in-control treatment) and the Board retains administrative authority to set award terms within the plan. The Board recommends a vote FOR, arguing that the incremental dilution is justified by the need to maintain competitive long-term incentives aligned to shareholder value and by the relatively modest size of the increase (to reach 20% of outstanding shares as stated in the filing). Key governance considerations for analysts include potential dilution (current outstanding awards represent ~15.5% of shares), the plan’s broad eligible population (employees, directors, consultants), and the Board’s discretion over awards and vesting which could magnify dilution if used liberally. Analysts should weigh the company’s compensation philosophy and recent grant practices (substantial equity grants to executives in 2025) against the dilution and pay-for-performance alignment when assessing the merits of the amendment.

This management-sponsored, non-binding advisory proposal asks shareholders to approve the Company’s executive compensation as disclosed in the proxy (the CD&A, compensation tables and related disclosure). The vote is advisory and will not bind the Board or Compensation Committee, but the Board commits to carefully reviewing the voting results and engaging with shareholders if there is significant opposition. Management argues that the compensation framework (base salary, annual cash incentive tied to adjusted EBITDA/revenue and company goals, and long-term equity awards including RSUs and phantom shares) aligns pay with performance and supports retention and recruitment; the proxy highlights that a substantial portion of NEO pay is equity-based (44.5% to 76.1% of target TDC in 2025) to align executives with shareholder outcomes. Company-specific context includes sizeable equity grants in 2025, the use of a Cash Bonus Plan with both objective metrics and discretionary components, and contractual severance that includes change-in-control protections; these features may raise governance scrutiny around pay-for-performance and potential windfalls. Management recommends FOR, but an analyst should consider that the advisory nature means poor support could still spur governance changes; the Board has stated it will consult with shareholders following any significant negative vote. Evaluating this proposal requires assessing whether realized pay has been credibly linked to the Company’s financial performance (revenue, adjusted EBITDA, net income) over the relevant periods, how much pay is deferred or at risk, the size and frequency of equity grants relative to peers, and the strength of vesting and clawback protections. Given the Company’s recent total shareholder return and the significant role of equity in compensation, investors should weigh dilution, the structure of incentive metrics, and severance/change-in-control provisions when forming a view on the advisory vote.