Nutex Health Inc.
For the period ended Mar 13, 2026. Filed Mar 13, 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.
Mar 13, 2026 · Filed Mar 13, 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 §240.14a-12
NUTEX HEALTH 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 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
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 23, 2026
Dear Stockholder:
You are cordially invited to our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, April 23, 2026, at 10:00 a.m. Central Time, exclusively online via the Internet as a virtual web conference atwww.virtualshareholdermeeting.com/NUTX2026 to consider and act upon the following matters:
(1) To re-elect the following members of our Board of Directors:
each to serve as directors and to hold office for approximately a one-year term to expire at the 2027 annual meeting of stockholders or in the case of their resignation or removal, until their successors are duly elected and qualified;
(2) To vote in an advisory capacity concerning the Company’s executive compensation;
(3) To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026; and
(4) To consider and vote upon such other business as may be properly brought before the Annual Meeting or any adjournments or postponements thereof.
Our Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via the Internet as a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. This means that you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visitingwww.virtualshareholdermeeting.com/NUTX2026. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world. We will continue to evaluate the format of our stockholder meetings on an annual basis.
Instead of mailing a printed copy of our proxy materials to all of our stockholders, we are providing access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about March 13, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials (“Notice”) to stockholders and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis.
If you are a stockholder of record, you may vote in one of the following ways:
(1)Vote over the Internet prior to the virtual Annual Meeting, by visiting www.proxyvote.com (have your Notice or proxy card in hand to access the website);
(2)Vote by Telephone prior to the virtual Annual Meeting, by calling the toll-free number 1-800-690-6903(have your Notice or proxy card in hand when you call);
(3)Vote by Mail prior to the virtual Annual Meeting, if you received a printed copy of the proxy materials, by returning the enclosed proxy card (signed and dated) in the envelope provided; or
(4)Vote online at the virtual Annual Meeting, by using the Notice or proxy card to access
the Annual Meeting website, www.virtualshareholdermeeting.com/NUTX2026.
If your shares are held in “street name,” meaning that they are held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow to vote your shares.
Only stockholders of record at the close of business on February 27, 2026, the record date for the Annual Meeting, are entitled to notice of, and will be entitled to vote at, the Annual Meeting, or any adjournments or postponements thereof.
Whether or not you plan to attend the Annual Meeting online, we urge you to take the time to vote your shares. Further information about how to attend the Annual Meeting online, vote your shares online during the Annual Meeting and submit your questions online during the Annual Meeting is included in the accompanying proxy statement.
By Order of the Board of Directors,
Thomas T. Vo, M.D., MBA
Chairman of the Board and Chief Executive Officer
Houston, Texas
March 13, 2026
| TABLE OF CONTENTS | |
|---|---|
| GENERAL INFORMATION ABOUT THIS PROXY STATEMENT, THE ANNUAL MEETINGAND VOTING | 2 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 9 |
| Information Regarding Directors | 9 |
| CORPORATE GOVERNANCE | 12 |
| General | 12 |
| Director Independence | 12 |
| Board Leadership Structure | 13 |
| Board of Directors Meetings | 13 |
| Committees of the Board of Directors | 13 |
| The Board’s Role in Risk Oversight | 15 |
| Compensation Committee Interlocks and Insider Participation | 16 |
| Code of Business Ethics Policy | 16 |
| Insider Trading and Anti-Hedging Policy | 16 |
| Director Nomination Process | 17 |
| Limits on Director Service on Other Company Boards | 18 |
| Communication with the Board | 19 |
| Director Compensation | 19 |
| Limitation of Liability and Indemnification | 20 |
| Report of the Audit Committee of the Board of Directors | 20 |
| Required Vote | 21 |
| PROPOSAL 2: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 21 |
| Required Vote | 22 |
| PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 22 |
| Principal Accountant Fees and Services | 23 |
| Auditor Independence | 24 |
| Pre-Approval Policies and Procedures | 24 |
| Required Vote | 24 |
| EXECUTIVE COMPENSATION | 25 |
| Overview | 25 |
| Executive Officers | 25 |
| Compensation Philosophy and Objectives | 27 |
| Role and Authority of the Board and Compensation Committee | 28 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 28 |
| Summary Compensation Table | 30 |
| Equity Awards at 2025 Fiscal Year End | 34 |
| Benefits, Compensation, and other Considerations | 35 |
| Securities Trading Policy | 36 |
| Compensation Recovery (“Clawback”) Policy | 36 |
| Equity Compensation Plan Information | 37 |
| Pay Versus Performance | 38 |
| Narrative and Graphic Disclosure to Pay Versus Performance Table | 40 |
| Tabular List of Most Important Financial Measures | 42 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 43 |
| Related Person Transactions | 43 |
i
| Indemnification of Directors | 44 |
|---|---|
| Policies and Procedures for Related Person Transactions | 44 |
| DELINQUENT SECTION 16(a) REPORTS | 45 |
| STOCKHOLDER PROPOSALS | 45 |
| STOCKHOLDERS SHARING THE SAME ADDRESS | 46 |
| OTHER MATTERS | 46 |
ii
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 23, 2026
The Board of Directors (the “Board”) of Nutex Health Inc. (“Nutex,” “the Company,” “we,” “us,” or “our”) is soliciting proxies for use at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), to be held online via the Internet as a virtual web conference atwww.virtualshareholdermeeting.com/NUTX2026 on Thursday, April 23, 2026 at 10:00 a.m. Central Time. We have determined that the Annual Meeting will be held in a virtual meeting format, via the Internet. At our virtual Annual Meeting, stockholders will be able to attend, vote and submit questions by visiting www.virtualshareholdermeeting.com/NUTX2026. Further information about how to attend the Annual Meeting online, vote your shares online during the Annual Meeting and submit questions during the Annual Meeting is included in this proxy statement.
At the Annual Meeting, our stockholders will be asked to consider and act upon the following matters:
- To re-elect the following members of our Board of Directors:
each to serve as directors and to hold office for approximately a one-year term to expire at the 2027 annual meeting of stockholders or in the case of their resignation or removal, until their successors are duly elected and qualified;
To vote in an advisory capacity concerning the Company’s executive compensation;
To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026; and
To consider and vote upon such other business as may be properly brought before the Annual Meeting or any adjournments or postponements thereof.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on April 23, 2026:
This proxy statement and our annual report are available electronically atwww.proxyvote.com.
On or about March 13, 2026 we will begin mailing a Notice of Internet Availability of proxy materials (“Notice”) to our stockholders (other than those who previously requested electronic or paper delivery of proxy materials), directing stockholders to a website where they can access our proxy materials, including this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025, which we filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2026 (the “2025 Annual Report”) and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials via e-mail unless you elect otherwise.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.