Artelo Biosciences (ARTL) Proxy filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on December 31, 2025, with voting on director elections and executive compensation.

• Only shareholders of record as of December 10, 2025, are entitled to vote; 2,018,746 shares are outstanding.

• The Board consists of seven directors, six of whom are independent, and is divided into three staggered classes.

• Proxy materials are available online, and shareholders can vote via internet, phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Shareholders will vote to elect two Class II directors (Douglas Blayney, M.D., and Connie Matsui) for terms expiring in 2028.

• An advisory vote on executive compensation (Say-on-Pay) is included; the next such vote is expected in 2028.

• Proposals for the 2026 annual meeting must be submitted by August 13, 2026, with specific advance notice requirements.

Board of directors and corporate governance

• The Board is majority independent, with separate CEO and Chair roles; Ms. Matsui serves as independent Chair.

• Three standing committees: Audit, Compensation, and Corporate Governance/Nominating, all comprised of independent directors.

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

• Director compensation includes cash and equity, with annual and initial stock option grants; a cap of $750,000 per year applies.