Annovis Bio (ANVS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 17, 2026, with voting available online, by phone, or by mail.

• Proxy materials are distributed primarily via the Internet to expedite delivery, reduce costs, and conserve resources, with paper copies available upon request.

• Shareholders as of April 28, 2026, are entitled to vote on key proposals, including director elections, auditor ratification, equity plan amendments, and executive compensation matters.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, ratifying Ernst & Young LLP as auditor for 2026, amending the 2019 Equity Incentive Plan, approving executive compensation (say-on-pay), and determining the frequency of future say-on-pay votes.

• The board recommends voting “FOR” all director nominees, auditor ratification, the equity plan amendment, executive compensation, and a biennial (every two years) say-on-pay vote.

• Shareholder proposals and director nominations for the 2027 meeting must be submitted by December 31, 2026.

Board of directors and corporate governance

• The board consists of five members, all of whom are standing for re-election; three are independent under NYSE and SEC rules.

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

• The board separates the roles of Chairman and CEO and holds executive sessions without management.

• Directors are required to attend at least 75% of meetings; all attended virtually in 2025.

• The board has adopted a Code of Business Conduct and Ethics and a policy for stockholder communications.