Bio Green Med Solution, Inc.
For the period ended Apr 27, 2026. Filed Apr 27, 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.
Apr 27, 2026 · Filed Apr 27, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 under Rule 14a-12 |
(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 the appropriate box):
| ☒ | 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. |
April 27, 2026
To Our Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Bio Green Med Solution, Inc. (the “Company”) to be held at 12:30 p.m., E.D.T., on June 18, 2026. We have decided to hold this year’s annual meeting via live audio webcast on the internet (the “Annual Meeting” or “Meeting”). We believe hosting a virtual annual meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our stockholders, and reduces the cost and environmental impact of our Annual Meeting. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting by visiting www.proxyvote.com. You will not be able to attend the Annual Meeting in person.
The attached Notice of Annual Meeting and proxy statement describe the business we will conduct at the Annual Meeting and provide information about us that the holders of our common stock (the “Common Stock”) should consider when voting.
At the Annual Meeting, we will ask our holders of Common Stock to:
| 1. | To elect the following individuals as Class I Directors, each of whom has been nominated for re-election for a three-year term expiring at the 2029 annual meeting of stockholders: (a) Dr. Satis Waran Nair Krishnan, and (b) Inigo Angel Laurduraj; |
| 2. | To ratify the appointment of SFAI Malaysia Plt. (PCAOB: 7167), as our independent auditors for the 2026 fiscal year ending December 31, 2026; and |
| 3. | To approve, on an advisory basis, our executive compensation. |
In addition to these proposals, you may be asked to consider any other matters that properly may be presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting, including proposals to adjourn the Annual Meeting with respect to proposals for which insufficient votes to approve were cast, and, with respect to such proposals, to permit further solicitation of additional proxies by the Company.
The Company’s board of directors unanimously recommends that you vote FOR each of the proposals to be considered and voted on at the Annual Meeting.
It is important that your shares be represented at the Annual Meeting. If you are unable to attend the Annual Meeting in person, I urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided. If you prefer, you can save time by voting through the Internet or by telephone as described in the proxy statement and on the enclosed proxy card. Your vote and participation in the governance of the Company is very important.
Sincerely,
/s/ Datuk Dr. Doris Wong
Datuk Dr. Doris Wong
Chief Executive Officer and Executive Director
April 27, 2026
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
| Time: | 12:30 p.m. E.D.T |
|---|---|
| Date: | June 18, 2026 |
| Access: | This year’s Annual Meeting will be a virtual meeting via live audio webcast on the Internet. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.proxyvote.com and entering the 16-digit control number included in the Notice of Internet Availability or proxy card that you receive. For further information about the virtual Annual Meeting, please see the Questions and Answers about the Meeting beginning on page 2 of the accompanying proxy statement. |
| Purposes: | For the holders of our common stock (“Common Stock”): |
| 1. | To elect the following individuals as Class I Directors, each of whom has been nominated for re-election for a three-year term expiring at the 2029 annual meeting of stockholders: (a) Dr. Satis Waran Nair Krishnan, and (b) Inigo Angel Laurduraj; |
| 2. | To ratify the appointment of SFAI Malaysia Plt. (PCAOB: 7167), as our independent auditors for the 2026 fiscal year ending December 31, 2026; and |
| 3. | To approve, on an advisory basis, our executive compensation. |
In addition, our holders of Common Stock shall consider and act upon such other business and matters as may properly come before the Meeting or any adjournments thereof. The Board of Directors recommends the approval of each of these proposals.
WHO MAY VOTE?
You may vote if you were the record holder of our Common Stock at the close of business on April 20, 2026. A list of stockholders of record will be available at the Annual Meeting and during the ten days prior to the Annual Meeting at the office of our Secretary at the above address. All stockholders are cordially invited to attend the Annual Meeting.Whether you plan to attend the Annual Meeting or not, we urge you to vote by following the instructions in the Notice of Internet Availability of Proxy Materials that you previously received and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the meeting. If you participate in and vote your shares at the Annual Meeting, your proxy will not be used.
By order of the Board of Directors
/s/ Kiu Cu Seng
Kiu Cu Seng, Secretary
TABLE OF CONTENTS
| Page | |
|---|---|
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 18, 2026 | 1 |
| IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 2 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 8 |
| MANAGEMENT AND CORPORATE GOVERNANCE | 9 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 15 |
| EQUITY COMPENSATION PLAN INFORMATION | 17 |
| PAY VERSUS PERFORMANCE | 19 |
| REPORT OF AUDIT COMMITTEE | 21 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 21 |
| PROPOSALS TO BE VOTED UPON BY HOLDERS OF COMMON STOCK | 22 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 22 |
| PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 23 |
| PROPOSAL 3: ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION | 25 |
| CODE OF CONDUCT AND ETHICS | 26 |
| STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR | 26 |
| WHERE YOU CAN FIND MORE INFORMATION | 27 |
| OTHER MATTERS | 27 |
PROXY STATEMENT FOR BIO GREEN MED SOLUTION, INC.
2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 18, 2026
This proxy statement, along with the accompanying notice of the 2026 Annual Meeting of stockholders, contains information about the 2026 Annual Meeting of stockholders of Bio Green Med Solution, Inc., including any adjournments or postponements of the Annual Meeting. This year’s Annual Meeting will be held via live audio webcast on the internet. You will be able to participate, vote and submit your questions during the Annual Meeting by visiting www.proxyvote.com. You will not be able to attend the Annual Meeting physically.
In this proxy statement, we refer to Bio Green Med Solution, Inc. as “BGMS,” “the Company,” “we,” “our” and “us.”
This proxy statement relates to the solicitation of proxies by our Board of Directors for use at the Annual Meeting.
On or about May 4, 2026, we intend to begin sending to our stockholders the Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy statement for our 2026 Annual Meeting of stockholders and our 2025 annual report to stockholders.
____________________________
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.