Atossa Therapeutics (ATOS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2026, will be held virtually; only stockholders of record as of March 19, 2026, may vote or attend online.

• Proposals include director elections, auditor ratification, a potential reverse stock split, advisory vote on executive compensation, and possible adjournment to solicit proxies.

• Board unanimously recommends voting FOR all proposals and director nominees.

• Proxy materials, including the 2025 Annual Report, are available online and by mail.

• Forward-looking statements are included, with risks detailed in the latest 10-K and other SEC filings.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class II directors for terms expiring in 2029.

• Proposal 2: Ratification of Ernst & Young LLP as independent auditor for 2026.

• Proposal 3: Approval of a reverse stock split (2:1 to 20:1 ratio) if needed to maintain Nasdaq compliance.

• Proposal 4: Advisory (non-binding) approval of executive compensation (say-on-pay).

• Proposal 5: Approval to adjourn the meeting if more time is needed to solicit proxies.

• Shareholder proposals for the 2027 meeting must be received by November 30, 2026, for inclusion.

Board of directors and corporate governance

• Board consists of seven directors divided into three classes; five of seven are independent per Nasdaq rules.

• Board leadership combines Chairman and CEO roles, with a Lead Independent Director appointed.

• All key committees (Audit, Compensation, Nominating/Governance) are composed solely of independent directors.

• Board and committees met regularly in 2025, with high attendance rates.

• Principles of Corporate Governance and Code of Conduct are published on the company website.