Aardvark Therapeutics (AARD) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on August 14, 2026, with voting on three key proposals: director elections, auditor ratification, and stock option repricing.

• Only stockholders of record as of June 18, 2026, are eligible to vote, with 21,884,158 shares outstanding.

• The company remains an emerging growth company under the JOBS Act, with reduced disclosure requirements and no mandatory say-on-pay votes.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class I directors (Victor Tong, Jr. and Jeffrey Chi, Ph.D.) for terms expiring in 2029.

• Proposal 2: Ratification of BDO USA, P.C. as independent auditor for 2026.

• Proposal 3: Approval to reprice certain underwater stock options under the 2017, 2025, and 2025 Inducement Plans.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by March 15, 2027.

Board of directors and corporate governance

• Board consists of five members divided into three staggered classes.

• Majority of directors are independent under Nasdaq rules; committees are fully independent.

• Board leadership combines CEO and Chairperson roles, with a Lead Independent Director.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and responsibilities.

• Board and committee performance is reviewed annually.

• Insider trading policy prohibits hedging, pledging, and certain derivative transactions.