Applied Therapeutics (APLT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 9, 2025, to be held virtually, with voting available online, by phone, or by mail.

• Key proposals include director election, auditor ratification, executive compensation, reverse stock split, and meeting adjournment authorization.

• Board recommends voting in favor of all proposals, including a one-year frequency for say-on-pay votes.

Voting matters and shareholder proposals

• Election of one Class III director (Teena Lerner) for a three-year term expiring in 2028.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2025.

• Non-binding advisory vote on executive compensation and on the frequency of such votes, with board recommending annual votes.

• Proposal to authorize a reverse stock split at a ratio between 1-for-5 and 1-for-40, at board discretion, to maintain Nasdaq listing.

• Authorization to adjourn the meeting if more time is needed to solicit proxies for the reverse stock split.

• Procedures for submitting shareholder proposals for the 2026 annual meeting are outlined.

Board of directors and corporate governance

• Board consists of five members, with staggered three-year terms across three classes.

• Majority of directors are independent under Nasdaq rules; John H. Johnson serves as Chair, Teena Lerner as Lead Independent Director.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Board and committees met regularly in 2024, with high attendance.

• Code of ethics, insider trading policy, and prohibitions on hedging/pledging are in place.