Aptose Biosciences (APTO) Proxy Filing summary

Executive summary

• Advanced clinical development of tuspetinib (TUS), focusing on a triplet therapy (TUS + VEN + AZA) for newly diagnosed AML, with the TUSCANY trial initiated in 2024 and robust safety/efficacy data from prior studies supporting this approach.

• Entered a Cooperative Research and Development Agreement with the National Cancer Institute to collaborate on TUS clinical development in AML and MDS, leveraging the NCI's clinical trial network.

• Raised approximately $37 million in 2024 through various financing instruments to support ongoing clinical programs and maintain disciplined financial management.

Voting matters and shareholder proposals

• Shareholders will vote on: election of seven directors, appointment of the independent auditor, advisory vote on executive compensation, amendment to the 2021 stock incentive plan, reverse stock split, and potential adjournments.

• Board recommends voting FOR all proposals, including increasing shares reserved for the stock incentive plan by 458,126, and authorizing a reverse stock split at a ratio between 1-for-2 and 1-for-20.

• Shareholder proposals for the 2026 meeting must comply with CBCA and SEC rules, with specific deadlines and ownership requirements.

Board of directors and corporate governance

• Board consists of seven directors, six of whom are independent; the Chair is also CEO, with a Lead Director ensuring independent oversight.

• Board committees (Audit, Compensation, Corporate Governance and Nominating, R&D) are composed entirely of independent directors, except for the R&D Committee.

• Board emphasizes diversity, with 14% female representation and consideration of other designated groups, but no formal diversity targets or term limits.

• Annual assessments, orientation, and continuing education are in place for directors.