📜 What This Document Is ✨

This is a Proxy Statement (Schedule 14A), which is essentially a comprehensive "instruction manual" for Viemed Healthcare’s upcoming Annual General and Special Meeting of Shareholders. Since shareholders cannot all attend, this document provides all the necessary information and proxy cards needed for them to vote by proxy (allowing the company to count their vote without their physical presence).

The purpose of the filing is to invite shareholders to vote on crucial corporate matters, including electing directors, approving executive pay, and reviewing the company's financial health. 👉 Shareholders are strongly advised to read the enclosed documents carefully because they contain important decisions for the company's future.

🏥 What Viemed Healthcare Does 🧬

While the filing is dense with governance details, the company is Viemed Healthcare, Inc. (VMD). Although the filing doesn't provide a deep operational overview, it establishes that the company's business relates heavily to the healthcare and respiratory disease management industry.

The core of their business—as inferred from the context of the directors and subsidiaries—is advanced medical care and respiratory health, specifically mentioning subsidiaries like Sleep Management, L.L.C. and Home Sleep Delivered, L.L.C., aiming to be a leader in respiratory disease management. 👉 This positioning suggests Viemed is deeply involved in providing high-tech, specialized medical services for chronic conditions.

📅 Key Dates and Meeting Logistics 🛎️

This section outlines when, where, and how shareholders must participate in the corporate vote. The meeting is set for Thursday, June 4, 2026, at 9:00 a.m. (CDT), at the corporate offices in Lafayette, Louisiana.

Record Date: Shareholders of record at the close of business on April 8, 2026, are the ones entitled to vote.
Proxy Deadline: To ensure votes are counted, shareholders must complete and return their proxy card by June 2, 2026.
Digital Access: The company utilizes "Notice-and-Access Provisions," meaning most materials are posted online at www.viemed.com/investors. Paper copies are available for free by calling 1-866-852-8343.

🗳️ The Agenda: What Shareholders Vote On 💼

The meeting is comprehensive, covering six distinct areas. The primary focus is on accountability, governance, and direction.

Financial Statements: Shareholders will receive the audited consolidated financial statements for fiscal years ended December 31, 2025, and 2024, along with the required auditor's reports. (Note: Shareholder approval is not required for these statements.)
Board Election: Shareholders must elect seven directors who will serve until the next annual meeting.
Auditors: Shareholders vote to affirm the re-appointment of Ernst & Young LLP (EY) as the auditors for the year ending December 31, 2026, and authorize the Board to set the auditors' fees.
Executive Pay (Say-on-Pay): Shareholders consider and vote (in a non-binding advisory vote) on the compensation package for the named executive officers.
Incentive Plan: The board asks shareholders to ratify, confirm, and approve amendments to the 2024 Long Term Incentive Plan.

💰 Executive Compensation & Incentives 💸

This section details the massive compensation plan structure. It confirms that Viemed uses a balanced approach to compensation, combining three components: base salary (fixed cash), short-term bonuses (variable cash), and long-term "at risk" equity-based incentives.

The Plan Goal: The 2024 Omnibus Plan aims to attract and retain top talent and align employee interests with those of the shareholders by offering a proprietary stake in the company.
Increased Shares: The proposed Second Amendment to 2024 Omnibus Plan is key because it significantly increases the pool of available shares. It adds 913,542 Common Shares available for long-term incentives, making the total maximum shares available for awards under the 2024 Omnibus Plan 7,696,717 Common Shares.
The Benefit: This expanded pool of shares allows the company to maintain a highly competitive and attractive total compensation package without immediately draining cash resources.
Non-Employee Directors: The plan limits the value of awards granted to non-employee directors to not exceed $500,000 in any single calendar year.

🧑‍💼 Director and Officer Board Structure 🧠

The board is proposing the re-election of seven directors. The qualifications of the current board members provide the company with deep expertise across multiple sectors.

Leadership Depth: The board features highly experienced individuals. For example, Casey Hoyt (CEO and Director) brings extensive co-founder experience from the Sleepco Subsidiaries, and William Frazier (CMO and Director) brings over 30 years as a full-time practicing pulmonologist.
Committee Oversight: The board members are also responsible for key governance roles:
- Nitin Kaushal chairs the Audit Committee and is a seasoned expert in financial reporting (a retired Managing Director of PWC Corporate Finance Inc.).
- Timothy Smokoff chairs the Compensation Committee and has extensive experience in health industry leadership and product development.
- Sabrina Heltz chairs the Corporate Governance & Nominating Committee, bringing expertise in actuarial science and value-based care.

🧑‍⚖️ Accountability and Conflicts of Interest 🤝

The company discloses that all proposed directors and executive officers are free of adverse conflicts of interest. This is standard required disclosure, confirming that, to the company's knowledge, no director or officer has:

Filed for bankruptcy or been subject to insolvency proceedings within the last ten years.
Been convicted of any crime or subject to any legal restriction barring them from business activities.

A notable disclosure involves Nitin Kaushal, who was previously a director of 3 Sixty Risk Solutions Ltd. The filing notes that the Ontario Securities Commission issued a failure-to-file cease trade order against that company in 2020, and Mr. Kaushal resigned from that board in April 2021.

💰 External Ownership Snapshot 👤

The filing lists both the officers/directors and the major institutional owners who hold significant stakes in the company. This helps shareholders understand the power structure of the corporation.

Management Holdings: The directors and executive officers, as a group, collectively own 7,912,538 Common Shares, representing 20.6% of the outstanding stock. Casey Hoyt, individually, holds 3,295,788 Common Shares (8.6%).
Institutional Investors: The largest institutional shareholders include:
- Forager Fund, L.P.: Holds 2,736,472 Common Shares (7.1%).
- BlackRock, Inc.: Holds 2,540,114 Common Shares (6.6%).

📊 Financial Audit Fees Comparison ⚖️

The company provides a direct comparison of the costs associated with auditing its financials, a crucial detail for tracking operational costs.

Expense Type	2025 Fees	2024 Fees	Change
Audit Fees	$876,722	$973,600	Decrease
Tax Fees	$292,430	$191,075	Increase
Total Fees	$1,178,452	$1,176,305	Small Increase

Key Finding: Total fees remained nearly flat, increasing only slightly from $1,176,305 in 2024 to $1,178,452 in 2025.
Why it Matters: The drop in the pure "Audit Fees" (from $973,600 to $876,722) was largely offset by a notable rise in "Tax Fees" (from $191,075 to $292,430).

💡 How Voting Works for Shareholders 📧

The filing details the procedural rules for ensuring all votes are counted correctly, especially for shareholders who cannot attend the meeting.

Record Date: Only shareholders listed on the record date (April 8, 2026) are entitled to vote.
Submission Methods: Shares can be voted by mail to Computershare Investor Services Inc. in Toronto, or electronically by calling 1-866-732-8683 (US/Canada) or (312) 588-4290 (outside US/Canada), or online at www.investorvote.com.
Procedural Note: The filing confirms that broker non-votes are generally expected to have no impact on the outcome of the votes.

🗺️ Key Contacts & Next Steps 📞

For shareholders seeking more information, the company provides a dedicated contact line and web resources.

Main Inquiry Line: 1-866-852-8343
Company Website: www.viemed.com/investors

🧠 The Analogy

Voting on a proxy statement is like getting a mandatory, detailed "rulebook" for a major family meeting. Instead of having to travel to the physical house (the meeting), the rulebook (the proxy statement) gives you the agenda, lets you sign your proxy card (your vote), and explains exactly what decisions need to be made—from who gets elected (the directors) to how much everyone gets paid (the compensation).

🧩 Final Takeaway

This proxy statement is a detailed request for shareholder approval on critical governance issues, including the election of seven directors and the approval of a substantial long-term incentive pool. Shareholders must review the notice and vote by the proxy deadline of June 2, 2026, to ensure their voices count.

VMD adds 913,542 shares to the 2024 incentive plan pool