AEON Biopharma (AEON) Proxy filing summary

Executive summary

• Special meeting scheduled for Dec. 15, 2026; the Board recommends FOR all four proposals, with three substantive items and one procedural adjournment vote.

• Proposals are independent; reverse-split authority would expire immediately before the first anniversary of approval and does not require implementation.

Voting matters and shareholder proposals

• Proposal 1 seeks authority for one 1-for-2 to 1-for-100 reverse split, with the Board selecting the ratio and retaining discretion to abandon it.

• Proposals 2 and 3 would include shares underlying pre-funded warrants in the Plan and ESPP evergreen denominators, respectively; other warrants remain excluded.

• Proposal 4 would allow one or more adjournments to solicit additional proxies if any substantive proposal lacks sufficient votes.

• Each proposal requires FOR votes to exceed AGAINST votes among votes cast; abstentions have no effect, and brokers may vote uninstructed shares only on the routine reverse-split proposal.

Board of directors and corporate governance

• Compensation Committee supported the limited Plan and ESPP amendments on Oct. 5, 2026; the Board approved the proposals and called the special meeting on Oct. 7.

• No directors are up for election at this meeting; the Board recommends FOR each proposal.