Astria Therapeutics (ATXS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2025, with voting on director elections, an equity plan amendment, auditor ratification, and executive compensation.

• Stockholders of record as of April 14, 2025, are eligible to vote; 56,434,219 shares of common stock are outstanding.

• Proxy materials are available online, and voting can be done via Internet, phone, mail, or in person.

Voting matters and shareholder proposals

• Election of three Class I Directors for a three-year term until 2028.

• Approval to amend the 2015 Stock Incentive Plan, increasing shares available for grant by 5,500,000.

• Ratification of Ernst & Young LLP as independent auditor for 2025.

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

• Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• Board is divided into three classes; nine directors in total.

• Nominees for re-election: Fred Callori, Michael Kishbauch (waiver granted for age), and Jill C. Milne.

• Majority of directors are independent per Nasdaq standards; CEO and Chair roles are separated.

• Four standing committees: audit, compensation, nominating and corporate governance, and science and technology.

• Directors are encouraged to attend annual meetings; all attended in 2024.