Volitionrx Ltd

This management proposal requests a non-binding, advisory vote to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy. Management and the Compensation Committee frame compensation as a pay-for-performance program designed to attract and retain talent and align executives’ interests with stockholder value through a mix of cash and equity, including performance-based restricted stock units and vesting conditions tied to corporate goals and stock price hurdles. The board recommends a vote FOR, noting changes made after stockholder engagement (for example, tying some equity vesting to share price performance targets) and ongoing use of performance metrics and clawback provisions to strengthen pay governance. Approving this advisory proposal does not modify pay arrangements directly because the vote is non-binding, but the board will consider the outcome when shaping future compensation. Key contextual governance points include the Company’s remediation efforts for past material weaknesses in internal control and the Compensation Committee’s role in setting CEO and other NEO pay, with independent oversight and disclosure. The proposal is procedural rather than transactional: it asks for endorsement of compensation disclosure and philosophy rather than approval of a specific contract. Management emphasizes that the advisory vote helps inform future decisions but will not legally compel changes. For investors evaluating the merits, important factors include the mix of performance- and time-based equity, changes to vesting tied to stock price, the Company’s recent governance remediation efforts, and the board’s responsiveness to stockholder engagement.

This management proposal asks stockholders to approve a Fourth Amendment to the Company’s Certificate of Incorporation that would reduce authorized common shares from 325 million to 150 million, reflecting the board’s view that the reverse stock split left authorized shares disproportionately high relative to outstanding shares. Management argues the reduction aligns the capital structure with post-split capitalization while preserving sufficient unissued shares—based on reserve calculations and anticipated needs—to support future grants, financings and corporate transactions. The board highlights that the amendment will not change issued and outstanding shares or stockholder ownership percentages, nor will it affect rights, preferences, or reported equity or market capitalization by itself. Potential practical effects include limiting the number of shares that can be issued without further stockholder approval, which could constrain rapid future capital raises or share-based transactions and thus may require additional shareholder votes to increase authorization later. The board justifies the change by citing reduced outstanding share count post-split, desire to reduce potential dilutive overhang, and maintenance of operational flexibility; it also notes approximately 133.96 million authorized but unissued shares would remain after the amendment (or ~133.11 million if Proposal 5 is approved). For investors evaluating the proposal, key considerations include the company’s near-term capital needs, existing reserved shares for convertible instruments and warrants, the interaction with the proposed 2026 equity plan, and whether limiting authorized shares could impose friction on future financings. The board recommends FOR, citing alignment and governance reasons, but stockholders should weigh the tradeoff between reducing theoretical dilution and the potential need to seek future approvals if additional authorized shares become necessary.

This management proposal asks stockholders to approve the 2026 Stock Incentive Plan authorizing 850,000 shares for issuance as equity awards to employees, directors and consultants. Management says existing plan capacity (only ~141,766 shares remaining under the 2024 Plan as of May 26, 2026) is insufficient to meet anticipated grants over the next 12 months, and the new plan is intended to preserve cash while aligning employee incentives with stockholder value. The 2026 Plan contains customary features: a 10-year term, ISOs and non-qualified options, RSUs, SARs, performance awards, limits on individual grants, minimum one-year vesting on at least half of shares, anti-repricing without stockholder approval, and Section 409A and clawback compliance. The board emphasizes the competitive necessity of equity compensation to attract and retain talent and notes that outstanding awards under prior plans remain unaffected; if approved, new grants will be made from authorized but unissued shares (and if Proposal 4 is also approved, drawn from the reduced authorization). For governance evaluation, material considerations include the size of the share pool relative to outstanding shares and existing overhang (management estimates overhang would grow from ~6.0% to ~14.0% if the 850,000 new shares are approved), dilution risk, burn rate history, caps on non-employee director awards, and minimum vesting and anti-repricing protections. The board recommends FOR, arguing the plan is necessary to maintain competitive compensation and operational flexibility; stockholders should weigh the tradeoff between dilution and the company’s need to incentivize and retain personnel during commercialization and growth efforts.