DEF: Aclarion Sets June 4th Annual Meeting for Director Elections, Audits

Sentiment:

Proxy Statement 27 April 2026 4:05 PM

Aclarion, Inc. has issued its proxy statement for the 2026 Annual Meeting of Stockholders, scheduled for June 4, 2026, detailing proposals for director elections, ratification of its auditor, and an amendment to its equity incentive plan.

Summary

Aclarion, Inc. is holding its 2026 Annual Meeting of Stockholders on June 4, 2026, at its Broomfield, Colorado offices.
Key proposals include the election of seven director nominees, ratification of Haynie & Company as the independent registered public accounting firm for fiscal year 2026, and approval of an amendment to the 2022 Equity Incentive Plan.
Stockholders of record as of April 10, 2026, are entitled to vote.
The board of directors recommends voting FOR all director nominees, FOR the ratification of the auditor, and FOR the equity plan amendment.
The company is an emerging growth company and provides scaled disclosure.
The proxy materials and the 2025 Annual Report are available online.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it is a routine proxy statement detailing standard annual meeting proposals without significant new financial information or strategic shifts.

Positives

The company is holding its annual meeting to ensure continued corporate governance and stockholder engagement.
The board of directors is recommending all nominees, indicating confidence in their current leadership.
The proposed amendment to the Equity Incentive Plan aims to enhance the company's ability to attract and retain key personnel through equity awards.
The company has a clear process for stockholder proposals and communication with the board.

Negatives

The company is an emerging growth company, which may imply a smaller scale of operations or market presence compared to larger, more established firms.
The limited number of shares currently reserved under the 2022 Equity Incentive Plan (42,974) necessitated the proposed increase to 500,000 shares, suggesting past limitations in equity compensation.

Risks

The company's ability to attract and retain key personnel is dependent on its ability to provide competitive equity compensation, which is addressed by the proposed amendment to the 2022 Equity Incentive Plan.
The company faces risks inherent to all businesses, with management responsible for day-to-day risk management and the board overseeing these processes.
Potential for broker non-votes on non-discretionary items if stockholders do not provide voting instructions.

Future Outlook

The company is seeking stockholder approval to amend its 2022 Equity Incentive Plan to increase the number of shares reserved for issuance and the annual grant limits, which is intended to improve its ability to attract, retain, and motivate key personnel.

Management Comments

The board of directors recommends a vote FOR the election of the seven director nominees, FOR the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2026, and FOR the Equity Plan Proposal.
Your vote is important. Whether or not you are able to attend the Annual Meeting in person, it is important that your shares be represented.
To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Annual Meeting in person, by submitting your proxy via the Internet at the address listed on the proxy card.

Industry Context

StockSavvy.ai notes that Aclarion's proxy statement reflects standard corporate governance practices for publicly traded companies, particularly concerning annual meetings, director elections, auditor ratification, and equity incentive plans designed to align management and shareholder interests.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Director Nomination Process	The nominating and corporate governance committee is responsible for identifying and evaluating director candidates based on ethics, competence, complementary skills, business acumen, and commitment. Stockholders can recommend candidates.	Ongoing	Ensures a structured and inclusive process for board composition, aligning with best practices.
Director Independence	The board has determined that all directors, except Jeffrey Thramann, Brent Ness, and David Neal, are independent according to Nasdaq and SEC rules. The audit, compensation, and nominating/governance committees are composed of independent directors.	As of April 27, 2026	Strengthens oversight and objectivity in board and committee functions.
Board Committees	The company has an Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, each with defined responsibilities and charters.	Ongoing	Provides specialized oversight in key areas of financial reporting, executive compensation, and board composition.
Code of Business Conduct and Ethics	A written Code of Business Conduct and Ethics applies to all directors, officers, and employees. Substantive amendments or waivers will be disclosed on the company website or via Form 8-K.	Ongoing	Promotes ethical conduct and compliance throughout the organization.
Compensation Clawback Policy	A policy for recouping certain performance-based compensation became effective December 1, 2023. No recovery was deemed necessary for prior periods.	December 1, 2023	Reinforces accountability for executive compensation.
Rule 10b5-1 Sales Plans	Policy permits officers and directors to enter into Rule 10b5-1 trading plans, allowing for pre-planned stock transactions while not in possession of material non-public information.	Ongoing	Provides a framework for insider trading that can mitigate appearance of impropriety.
Equity Grant Timing	The company does not time equity awards in conjunction with material non-public information releases.	Ongoing	Aligns equity grant practices with good corporate governance principles.

Related Party Transactions

None disclosed for the period since January 1, 2025, involving amounts exceeding $120,000.

Stakeholder Impact

Shareholders: Voting rights on director elections, auditor ratification, and equity plan amendments. Potential impact on future equity compensation and retention of key personnel.
Employees: Potential for increased equity incentives through the amended 2022 Equity Incentive Plan, aimed at attraction and retention.
Management: Subject to director elections and oversight by the board and its committees.
Auditors: Ratification of Haynie & Company as independent auditor for fiscal year 2026.

Next Steps

Stockholders to vote on the proposed director nominees, auditor ratification, and amendment to the 2022 Equity Incentive Plan at the Annual Meeting.
Final voting results will be published in a Current Report on Form 8-K filed with the SEC.

Key Dates

Date	Description
2026-04-10	Record date for determining stockholders entitled to vote at the Annual Meeting.
2026-04-27	Date proxy materials and 2025 Annual Report were made available to stockholders.
2026-06-03	Deadline for submitting votes via the Internet.
2026-06-04	Date of the 2026 Annual Meeting of Stockholders.
2027-05-01	Anticipated timeframe for the 2027 Annual Meeting of Stockholders.

Recommendation

hold

This filing is a routine proxy statement for an annual meeting and does not contain new financial performance data, strategic shifts, or significant corporate events that would warrant a change in investment recommendation. It outlines standard governance proposals for stockholder approval.

Keywords

Aclarion, Proxy Statement, Annual Meeting, Director Election, Independent Auditor, Equity Incentive Plan, Stockholder Vote, Corporate Governance, SEC Filing, DEF 14A

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