Pulse Biosciences Sets Virtual 2025 Annual Meeting, Board Backs All Proposals

TL;DR

**PLSE's virtual annual meeting is a routine governance check, but pay frequency vote signals potential long-term executive compensation stability.**

AI Summary

Pulse Biosciences, Inc. (PLSE) is holding its 2025 Annual Meeting of Stockholders virtually on December 9, 2025, at 11:00 a.m. Eastern Time. Stockholders will vote on five key proposals, including the election of six directors, the ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2025, and two non-binding advisory votes on executive compensation. The Board recommends voting 'FOR' all director nominees, 'FOR' the auditor ratification, 'FOR' the executive compensation, and in favor of a '3 YEARS' frequency for future advisory votes on executive compensation. The record date for voting is October 22, 2025, with 67,757,578 shares of common stock outstanding and entitled to vote. The company will bear all costs of proxy solicitation, and preliminary results will be announced at the meeting, with final results filed on a Form 8-K.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Pulse Biosciences, impacting investor confidence through director elections and auditor ratification. The advisory votes on executive compensation and its frequency directly influence how the company aligns management incentives with shareholder value, a key concern for investors in the competitive medical device and biotechnology sector. For employees, these decisions reflect leadership stability and compensation philosophy. Customers and the broader market will observe these governance practices as indicators of the company's long-term operational integrity and strategic direction, especially as it navigates a dynamic industry.

Risk Assessment

Risk Level: low — The filing primarily details routine corporate governance matters for an annual meeting, such as director elections and auditor ratification. There are no immediate red flags or contentious proposals that suggest significant financial or operational risks, and the company is simply fulfilling its regulatory obligations for its 2025 Annual Meeting.

Analyst Insight

Investors should review the director nominees and executive compensation details to ensure alignment with their investment thesis. Participate in the advisory vote on executive compensation frequency to signal your preference for oversight, as the Board recommends a '3 YEARS' interval.

Financial Highlights

debt To Equity

X.X

revenue

$X

operating Margin

X%

total Assets

$X

total Debt

$X

net Income

$X

eps

$X

gross Margin

X%

cash Position

$X

revenue Growth

+X%

Key Numbers

• 6 — Number of directors to be elected (Nominees for election to hold office until the 2026 annual meeting)
• 3 YEARS — Recommended frequency for advisory votes on executive compensation (Board's preference for future advisory stockholder votes)
• 67,757,578 — Shares of common stock outstanding (Total shares entitled to vote as of the October 22, 2025 record date)
• 33,878,790 — Shares required for a quorum (Majority of outstanding shares needed to constitute a quorum at the Annual Meeting)
• December 9, 2025 — Annual Meeting Date (Date the 2025 Annual Meeting of Stockholders will be held)
• October 22, 2025 — Record Date (Date by which stockholders must hold shares to vote at the Annual Meeting)
• 11:59 p.m., Eastern Time, on December 8, 2025 — Voting Deadline (Last time to submit votes by telephone or internet)
• 10:45 a.m., Eastern Time — Online Check-in Start Time (Time stockholders can begin checking into the virtual meeting)

Key Players & Entities

• PULSE BIOSCIENCES, INC. (company) — Registrant for DEF 14A filing
• Deloitte & Touche LLP (company) — Independent registered public accounting firm for fiscal year ending December 31, 2025
• Paul A. LaViolette (person) — Chief Executive Officer & Co-Chairman of the Board of Directors, designated proxy
• Jon Skinner (person) — Chief Financial Officer, designated proxy
• Securities and Exchange Commission (regulator) — Regulates SEC filings and 'notice and access' rules
• Broadridge Corporate Issuer Solutions, Inc. (company) — Transfer agent, engaged to receive and tabulate stockholder votes
• $67,757,578 (dollar_amount) — Shares of common stock outstanding and entitled to vote as of October 22, 2025
• December 9, 2025 (date) — Date of the 2025 Annual Meeting of Stockholders
• October 22, 2025 (date) — Record date for the Annual Meeting
• Hayward, CA (location) — Location of Pulse Biosciences, Inc. headquarters

FAQ

Industry Context

The biotechnology sector, particularly companies focused on novel therapeutic technologies like Pulse Biosciences, operates in a highly competitive and capital-intensive environment. Success hinges on clinical trial outcomes, regulatory approvals, and effective commercialization strategies. The industry is characterized by rapid scientific advancement, significant R&D investment, and a complex regulatory pathway overseen by bodies like the FDA.

Regulatory Implications

As a biotechnology company, Pulse Biosciences is subject to stringent regulatory oversight from agencies such as the FDA. Compliance with clinical trial protocols, manufacturing standards (cGMP), and reporting requirements is critical. Any failure to adhere to these regulations can lead to significant delays, fines, or even the inability to bring products to market, posing a substantial risk.

What Investors Should Do

1. Review the Proxy Statement carefully.
2. Vote your shares by the deadline.
3. Attend the virtual Annual Meeting.

Key Dates

• 2025-12-09: 2025 Annual Meeting of Stockholders — Stockholders will vote on key proposals including director elections and auditor ratification.
• 2025-10-22: Record Date — Establishes the list of stockholders eligible to vote at the Annual Meeting.
• 2025-10-27: Proxy Statement and Proxy Card Availability — Stockholders receive materials to review and prepare for voting.
• 2025-12-08: Voting Deadline (Telephone/Internet) — Last opportunity for stockholders to submit their votes electronically or by phone.

Glossary

Proxy

A legal designation of another person to vote the stock owned by a stockholder. (Enables stockholders to vote their shares remotely or by mail, as required for the virtual Annual Meeting.)

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document outlines the proposals, director nominees, and other critical information for the Pulse Biosciences 2025 Annual Meeting.)

Virtual Annual Meeting

A shareholder meeting conducted online, typically via audio webcast, rather than in person. (Pulse Biosciences is holding its 2025 Annual Meeting virtually, requiring specific procedures for participation and voting.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting, providing details on upcoming votes and board nominations. Specific financial performance comparisons to the previous year (e.g., revenue, net income) are not detailed within this proxy statement itself, as its primary purpose is to solicit votes for corporate governance matters rather than present a comprehensive financial review. A comparison would typically be found in the company's Annual Report (10-K) for the preceding fiscal year.

Filing Documents

• plse20251021_def14a.htm (DEF 14A) — 630KB
• plv01.jpg (GRAPHIC) — 4KB
• proxy_page1.jpg (GRAPHIC) — 198KB
• proxy_page2.jpg (GRAPHIC) — 136KB
• 0001437749-25-031837.txt ( ) — 2016KB
• plse-20241231.xsd (EX-101.SCH) — 4KB
• plse-20241231_def.xml (EX-101.DEF) — 2KB
• plse-20241231_lab.xml (EX-101.LAB) — 2KB
• plse-20241231_pre.xml (EX-101.PRE) — 1KB
• plse20251021_def14a_htm.xml (XML) — 106KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 23 EXECUTIVE OFFICERS 25

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 26 Compensation Committee report 26 Overview of Compensation Program 26

Executive Compensation

Executive Compensation 27 Summary Compensation Table 27 Outstanding Equity Awards at Fiscal Year-End 28 Employment Agreements 30 AUDIT COMMITTEE REPORT 37 OTHER INFORMATION 38 Section 16(a) Beneficial Ownership Reporting Compliance 38 Stockholder Proposals 38 Stockholders Sharing the Same Address 39 Fiscal Year 2024 Annual Report and SEC Filings 39 Notice and Access 39 PULSE BIOSCIENCES, INC. PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS To Be Held at 11:00 a.m., Eastern Time, on December 9, 2025 GENERAL INFORMATION We are providing you with this Proxy Statement and the enclosed form of proxy in connection with the solicitation by our Board of Directors for use at our 2025 annual meeting of stockholders (the "Annual Meeting"). Once again, the Annual Meeting will be conducted virtually via live audio webcast by visiting www.virtualshareholdermeeting.com/PLSE2025 on December 9, 2025, at 11:00 a.m., Eastern Time. This Proxy Statement contains important information regarding our Annual Meeting, the proposals on which you are being asked to vote, information you may find useful in determining how to vote, and information about voting procedures. As used herein, the terms "we," "us," "our," "Pulse Biosciences," and the "Company" all refer to Pulse Biosciences, Inc., a Delaware corporation. This Proxy Statement and the accompanying proxy card or voting instruction form will first be made available to our stockholders on or about October 27, 2025. See the section entitled "Fiscal Year 2024 Annual Report and SEC Filings" for information on accessing our 2024 Annual Report to Stockholders. The information provided in the "question and answer" format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by re

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View this DEF 14A filing on SEC EDGAR