Alzamend Neuro (ALZN) Proxy filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on April 25, 2025, with stockholders able to vote online or by proxy in advance or during the meeting.

• Key agenda items include electing eight directors, ratifying the independent auditor, approving the conversion of Series C preferred stock, and authorizing a reverse stock split.

• The Board recommends voting in favor of all proposals and emphasizes the importance of stockholder participation.

Voting matters and shareholder proposals

• Proposals include: (1) election of eight directors, (2) ratification of Haskell & White LLP as auditor, (3) approval of Series C preferred stock conversion and related warrants, and (4) approval of a reverse stock split at a ratio between 1-for-2 and 1-for-10.

• The Board unanimously recommends voting FOR all proposals.

• Stockholders may submit proposals for the 2026 meeting by following SEC and bylaw procedures.

Board of directors and corporate governance

• Eight nominees, all current directors, are up for election; majority are independent per Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• The Board held 13 meetings in fiscal 2024; all directors attended at least 75% of meetings.

• The Board has adopted codes of conduct and ethics, and a policy for stockholder communications.

• Independent directors receive $25,000 annually; the Chairman receives $50,000.