Applied Therapeutics (APLT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 9, 2025, in a virtual-only format, with voting available online, by phone, or by mail.

• Key proposals include director election, auditor ratification, executive compensation votes, a reverse stock split, and potential adjournment to solicit more proxies.

• Board recommends voting in favor of all proposals, including a one-year frequency for future 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 (board recommends annual).

• Approval of a reverse stock split (ratio between 1-for-5 and 1-for-40) to maintain Nasdaq listing.

• Authorization to adjourn the meeting if more time is needed to solicit proxies for the reverse 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; majority are independent.

• John H. Johnson serves as Chair; Teena Lerner is Lead Independent Director.

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

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

• Code of ethics, insider trading policy, and anti-hedging/pledging rules are in place.