DEF: CeriBell, Inc. Sets Date for 2025 Annual Stockholders Meeting

CeriBell, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on June 10, 2025, to elect directors and ratify the appointment of its independent accounting firm.

Summary

• CeriBell, Inc. will hold its 2025 Annual Meeting of Stockholders on June 10, 2025, at 12:00 p.m. Pacific Time, conducted virtually.
• Stockholders of record as of April 11, 2025, are eligible to vote on the election of two directors and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025.
• The Board of Directors recommends voting FOR the election of Juliet Tammenoms Bakker and Lucian Iancovici, M.D. as directors and FOR the ratification of PricewaterhouseCoopers LLP.
• The company had 36,034,596 shares of common stock outstanding as of the record date.
• Stockholder proposals for the next annual meeting must be submitted by December 31, 2025, for inclusion in the proxy materials.
• The company has adopted a Code of Business Conduct and Ethics applicable to all employees, directors and officers.
• The company has adopted a Clawback Policy to recover erroneously awarded compensation from Section 16 officers.
• The company has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of the company's securities by directors, officers and employees.

Sentiment

Score: 7

Explanation: The document is a standard corporate communication with a neutral to slightly positive tone, reflecting routine business activities and board recommendations.

Positives

• The company is adhering to good corporate governance practices by seeking stockholder ratification of the appointment of the independent registered public accounting firm.
• The board consists of a majority of independent directors.
• The company has a clawback policy in place.
• The company has an insider trading policy in place.

Risks

• If stockholders cast a negative vote on the ratification of the appointment of PricewaterhouseCoopers LLP, the Audit Committee will reconsider its selection.
• The company is subject to risks related to environmental, social, and governance issues.

Future Outlook

The company will continue to review its leadership structure and may make changes in the future as it deems appropriate.

Management Comments

• On behalf of the Board of Directors, I would like to express our appreciation for your interest in CeriBell, Inc., stated Rebecca (Beckie) Robertson, Chair of the Board of Directors.
• The Board has concluded that our leadership structure is appropriate at this time because it facilitates effective oversight and further strengthens the Boards independent leadership and commitment to sound governance.

Industry Context

The document does not provide specific industry context beyond the fact that CeriBell is a healthcare company in the medical device and diagnostics space.

Corporate Governance

Related Party Transactions

• Dr. Parvizi was paid $192,450 in 2024 for consulting services as Chief Medical Advisor.

Stakeholder Impact

• Shareholders have the opportunity to vote on key decisions affecting the company's governance and direction.
• The election of directors and ratification of the accounting firm impact the company's oversight and financial reporting.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will announce the voting results within four business days after the Annual Meeting by filing a Current Report on Form 8-K.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Stockholders, Corporate Governance, Director Election, PricewaterhouseCoopers, Executive Compensation, Audit Committee, CeriBell