Akari Therapeutics (AKTX) Proxy Filing summary

Executive summary

• The annual general meeting is scheduled for June 30, 2025, with 16 resolutions up for shareholder vote, including director re-elections, auditor appointments, executive compensation, and capital structure changes.

• Shareholders and ADS holders are provided detailed instructions for voting, with proxy forms and deadlines specified for both groups.

• The board unanimously recommends voting in favor of all resolutions, citing alignment with company interests and strategic objectives.

Voting matters and shareholder proposals

• Resolutions include receiving statutory accounts, approving the remuneration report, re-electing six Class A directors, ratifying BDO USA, P.C. as independent auditor, and re-appointing HaysMac LLP as statutory auditor.

• Additional proposals seek to increase shares under the 2023 Equity Incentive Plan, approve executive compensation on an advisory basis, authorize stock option grants to directors, and grant authority to allot shares and disapply pre-emption rights.

• All resolutions except the pre-emption rights proposal require a simple majority; the pre-emption rights proposal requires a 75% majority.

Board of directors and corporate governance

• The board is divided into three classes, with Class A directors up for re-election for one-year terms.

• The board comprises experienced professionals with backgrounds in biotech, finance, and healthcare, and all directors attended at least 75% of meetings in 2024.

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

• The roles of Chairman and CEO are separated to reinforce board independence.