Akari Therapeutics (AKTX) Proxy Filing summary

Executive summary

• The annual general meeting is scheduled for June 30, 2025, with 16 resolutions covering financial, governance, compensation, and capital matters.

• Shareholders and ADS holders are provided detailed instructions for voting, with a quorum set at 33 1/3% of share capital.

• The board unanimously recommends voting in favor of all resolutions, emphasizing alignment with company and shareholder interests.

Voting matters and shareholder proposals

• Resolutions include approval of statutory accounts, director remuneration report, re-election of six Class A directors, and ratification of auditors.

• Proposals seek to increase shares under the 2023 Equity Incentive Plan, approve executive compensation (say-on-pay), and grant stock options to directors.

• Authorization is sought for directors to allot shares and disapply pre-emption rights for up to five years, facilitating future capital raises.

• 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; all nominees have significant industry and leadership experience.

• Board committees include audit, compensation, and nominating/governance, each composed of independent directors per Nasdaq and SEC rules.

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

• Shareholders can communicate with the board and nominate directors per established procedures.