BioXcel Therapeutics (BTAI) investor relations material

Executive summary

• The annual meeting will be held virtually on December 12, 2025, with voting eligibility based on share ownership as of October 31, 2025.

• Stockholders can vote online, by phone, mail, or during the meeting; proxy materials are available both by mail and online.

• The Board recommends voting in favor of all proposals, including director elections, auditor ratification, executive compensation, a potential reverse stock split, and adjournment if needed.

Voting matters and shareholder proposals

• Proposals include electing three Class I directors, ratifying Ernst & Young LLP as auditor, approving executive compensation (say-on-pay), authorizing a reverse stock split (1-for-2 to 1-for-20), and permitting adjournment to solicit more proxies if needed.

• The reverse stock split is a precaution to maintain Nasdaq listing compliance; currently, the company meets minimum bid price requirements.

• No other matters are expected to be presented, but proxies may vote on unforeseen business.

Board of directors and corporate governance

• The Board consists of eight members divided into three classes, with staggered terms; three Class I directors are up for election for terms expiring in 2028.

• All directors except the CEO are considered independent under Nasdaq rules.

• Board committees include audit, compensation, and nominating/governance, each with defined charters and independent membership.

• Corporate governance guidelines address board structure, director qualifications, succession planning, and risk management.