Artelo Biosciences (ARTL) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on July 17, 2026, with voting on director elections and an amendment to increase authorized common stock.

• Only shareholders of record as of May 22, 2026, are entitled to vote; 2,848,540 shares were outstanding on the record date.

• Voting can be done online, by phone, mail, or during the meeting; proxies are revocable at any time before voting.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

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

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

• Shareholder proposals for the 2027 meeting must be received by March 19, 2027, and comply with SEC rules.

Board of directors and corporate governance

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

• Board leadership is separated between the CEO and an independent Chair; three standing committees (Audit, Compensation, Corporate Governance/Nominating) are fully independent.

• Directors are selected based on ethics, experience, and ability to enhance shareholder value; diversity is considered informally.

• The board held twelve meetings in 2025, with all directors attending at least 75% of meetings.