NeuroPace Inc
For the period ended Jun 5, 2026. Filed Apr 21, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 5, 2026 · Filed Apr 21, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
NEUROPACE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
NEUROPACE, INC.
455 N. Bernardo Avenue
Mountain View, California 94043
(650) 237-2700
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 5, 2026
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of NeuroPace, Inc., a Delaware corporation (the “Company”). The meeting will be held virtually through a live webcast on Friday, June 5, 2026 at 10:30 a.m. Pacific time. You will not be able to attend the meeting in person. The meeting will be held for the following purposes:
| 1. | to elect each of Lisa Andrade and Scott Huennekens as a Class II director, each to hold office until the 2029 Annual Meeting of Stockholders and until their successor is duly elected and qualified or until their earlier death, resignation, or removal; |
| 2. | to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and |
| 3. | to conduct any other business properly brought before the meeting. |
These items of business are more fully described in the proxy statement accompanying this notice.
You will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visitingwww.virtualshareholdermeeting.com/NPCE2026 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log-in beginning at 10:15 a.m. Pacific time, on Friday, June 5, 2026.
Only stockholders of record at the close of business on April 9, 2026 and their proxy holders may vote at the meeting or any adjournment thereof.
By Order of the Board of Directors
/s/ Leah Akin
Leah Akin Corporate Secretary
Mountain View, California
April 21, 2026
You are cordially invited to attend the Annual Meeting online. Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return the proxy mailed to you, or vote over the telephone or the internet as instructed in these materials, as promptly as possible to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.
NEUROPACE, INC.
455 N. Bernardo Avenue
Mountain View, California 94043
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
June 5, 2026
MEETING AGENDA
| Proposals | Page | Voting Standard | Board Recommendation |
|---|---|---|---|
| Election of each of Lisa Andrade and Scott Huennekens as a Class II director, each to hold office until our 2029 Annual Meeting of Stockholders and until their successor is duly elected and qualified or until their earlier death, resignation or removal. | 6 | Plurality | FORthe director nominees |
| Ratification of the selection of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026. | 15 | Majority of shares present virtually or represented by proxy and entitled to vote on the matter | FOR |
We intend to mail the Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 on or about April 21, 2026 to all stockholders of record entitled to vote at the Annual Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.