Artelo Biosciences (ARTL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 17, 2026, to be held virtually, with registration required by July 16, 2026.

• Record date for voting is May 22, 2026, with 2,848,540 shares outstanding and a quorum set at 35%.

• Proxy materials are distributed electronically, with options for internet, phone, mail, or live meeting voting.

• The board encourages early voting and provides revocability of proxies up to and during the meeting.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class III directors (Gregory R. Reyes, Tamara A. Favorito, Gregory D. Gorgas) for terms expiring at the 2029 annual meeting.

• Proposal 2: Amendment to increase authorized common stock from 166,666,667 to 500,000,000 shares.

• Shareholders may submit proposals for the 2027 meeting by February 5, 2027, and director nominations between March 19 and April 18, 2027.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent under Nasdaq rules.

• Board leadership is separated between CEO and independent Chair; three standing committees: Audit, Compensation, and Corporate Governance/Nominating.

• All committee members are independent; committee charters are available online.

• Directors are evaluated on ethics, expertise, and commitment; diversity is considered informally.

• Code of Ethics applies to all directors, officers, and employees.