Assertio (ASRT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2025, will be held virtually, allowing global participation and equal access for all shareholders.

• Key 2024 business actions included appointing a new CEO, enhancing leadership, optimizing costs, and transitioning to Rolvedon as the primary asset.

• Delivered $120.8 million in product sales, reported a GAAP net loss of $21.6 million, and generated $26.4 million in operating cash flow for 2024.

• Stockholder engagement was prioritized through direct feedback, investor events, and transparent communication.

Voting matters and shareholder proposals

• Election of seven directors to serve until the 2026 Annual Meeting.

• Approval of an amendment to the 2014 Omnibus Incentive Plan to increase shares available for issuance.

• Advisory vote on executive compensation (say-on-pay).

• Approval of a reverse stock split at a ratio between 1-for-2 and 1-for-20 to maintain Nasdaq listing.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year 2025.

Board of directors and corporate governance

• Board consists of seven members with diverse backgrounds in finance, legal, commercial, and strategy.

• At least two-thirds of the Board are independent under Nasdaq rules; separation of CEO and Chairman roles is maintained.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all meeting independence requirements.

• Director nomination process emphasizes ethics, experience, and diversity; stockholders may recommend candidates.

• Code of Ethics and Corporate Governance Guidelines are in place and regularly reviewed.