AEON Biopharma (AEON) Proxy filing summary

Executive summary

• Special meeting scheduled for December 15, 2026; four proposals seek reverse-split authority, two plan amendments, and authority to adjourn for additional proxy solicitation.

• The Board recommends FOR all proposals; none is conditioned on another.

Voting matters and shareholder proposals

• Proposal 1 seeks authority for one 1-for-2 to 1-for-100 reverse split within 12 months after approval; the Board selects the ratio and may abandon implementation.

• Proposals 2 and 3 would include qualifying pre-funded-warrant shares in the Plan and ESPP annual evergreen denominators starting January 1, 2027; other warrant shares remain excluded.

• Proposal 4 permits one or more adjournments to solicit additional votes if a substantive proposal lacks support; each proposal requires a majority of votes cast, with FOR exceeding AGAINST.

• Brokers may vote uninstructed shares on the routine reverse-split proposal, but not on the non-routine plan, ESPP, or adjournment proposals.

Board of directors and corporate governance

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

• The Board will choose whether and when to implement a reverse split, subject to legal and exchange compliance, and can abandon it before effectiveness.