Aytu Biopharma (AYTU) Proxy filing summary

Executive summary

• Annual meeting scheduled in person for Dec. 10, 2026; record date Oct. 13, 2026, with 10,868,208 common shares entitled to vote.

• Five proposals: elect five directors; expand the 2023 Equity Incentive Plan; establish a 2027 ESPP; ratify Grant Thornton for FY2027; and hold an advisory say-on-pay vote.

• The Board recommends FOR all five director nominees and each other proposal.

Voting matters and shareholder proposals

• Director election is by plurality; the five nominees receiving the most FOR votes are elected. Other proposals require a majority of votes cast; abstentions and broker non-votes have no effect.

• The say-on-pay vote is advisory and nonbinding; the Board will review and consider the results. Annual say-on-pay voting will continue, with the next vote at the next annual meeting.

• The 2023 plan amendment would add 500,000 shares, raising its reserve to 1,000,000; the Board estimates the increase will support awards for two to three years.

• The proposed ESPP reserves 500,000 shares; its first offering is planned for the first trading day on or after July 1, 2027, subject to shareholder approval.

Board of directors and corporate governance

• Five current directors stand for re-election; four of five directors are independent under Nasdaq rules. Joshua R. Disbrow is the CEO and the sole non-independent director.

• John A. Donofrio, Jr. has chaired the Board since November 2024. Jarrett T. Disbrow, Chief Business Officer, is the brother of CEO Joshua R. Disbrow.

• The Board held seven meetings in FY2026; each director serving that year attended at least 75% of applicable Board and committee meetings.

• Board committees are Audit, Compensation, and Nominating and Governance; each has a written charter. The director-nomination process considers expertise and treats diversity as a positive additional characteristic.