Anebulo Pharmaceuticals (ANEB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 4, 2025, via webcast, with six key proposals for shareholder vote, including board declassification, director elections, share authorization increase, stock plan amendment, auditor ratification, and removal of lock-up restrictions on certain shares.

• Board recommends approval of all proposals, citing alignment with governance best practices, flexibility for future financing, and compliance with Nasdaq requirements.

• Shareholders of record as of February 14, 2025, are eligible to vote; detailed instructions provided for voting online, by mail, or by phone.

Voting matters and shareholder proposals

• Proposal 1: Amend charter to declassify the board, moving to annual director elections.

• Proposal 2: Elect three Class I directors for terms expiring in 2028, or for one-year terms if declassification is approved.

• Proposal 3: Increase authorized common stock from 50M to 75M shares to support future financing and business needs.

• Proposal 4: Increase shares available under the 2020 Stock Incentive Plan by 2.5M, supporting ongoing equity compensation.

• Proposal 5: Ratify EisnerAmper LLP as independent auditor for fiscal 2025.

• Proposal 6: Remove voting and transfer restrictions on 10,101,010 shares held by 22NW Fund, LP, to regain Nasdaq compliance.

Board of directors and corporate governance

• Board consists of eight members, with a majority deemed independent under Nasdaq standards.

• Board leadership is separated, with an independent chairperson distinct from the CEO.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board met four times in the last fiscal year; all members attended at least 75% of meetings.

• Board refreshment and diversity considered in director nominations; stockholders may recommend candidates.