Assertio (ASRT) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 5, 2026, with stockholders able to participate, submit questions, and vote online after pre-registration.

• Key 2025 business results include appointing a new CEO, integrating operations, amending a major supply agreement, divesting legacy litigation exposure, and settling significant legal matters.

• Full year 2025 product sales reached $117.1 million, with a GAAP net loss of $30.4 million and non-GAAP adjusted EBITDA of $22.7 million.

• A 1-for-15 reverse stock split was effected on December 26, 2025.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of six directors, (2) amendment to increase shares under the 2014 Omnibus Incentive Plan, (3) advisory approval of executive compensation, and (4) ratification of Grant Thornton LLP as auditor.

• The Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting by December 7, 2026, and director nominations must comply with advance notice provisions.

Board of directors and corporate governance

• The Board consists of six directors, with a majority being independent under Nasdaq rules.

• Board leadership is separated between an independent Chairman and the CEO.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all meeting independence requirements.

• Director nomination protocol emphasizes ethics, diversity, and relevant business experience.

• Stockholder communications and a Code of Ethics are in place.