Adial Pharmaceuticals (ADIL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for November 12, 2024, with a record date of September 26, 2024, and will address director elections, auditor ratification, equity plan amendment, executive compensation, and voting frequency on pay.

• Stockholders can vote by mail, internet, or in person, and a quorum requires 33.4% of outstanding shares.

• The board recommends voting for all proposals, including a three-year frequency for say-on-pay votes.

Voting matters and shareholder proposals

• Election of two Class III directors for three-year terms expiring in 2027.

• Ratification of Marcum LLP as independent auditor for fiscal year 2024.

• Approval of an amendment to the 2017 Equity Incentive Plan, increasing authorized shares from 500,000 to 2,000,000.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with the board recommending a three-year cycle.

• Procedures for shareholder proposals and director nominations for the 2025 meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• The board consists of six directors divided into three classes, with a mix of independent and non-independent members.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent membership.

• The board has adopted a code of conduct and ethics, anti-hedging/pledging policy, and a clawback policy for executive compensation.

• Board leadership includes a lead independent director, and all directors attended at least 75% of meetings in 2023.