Daré Bioscience (DARE) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 12, 2025, with a record date of April 17, 2025, for voting eligibility.

• Four main proposals are up for vote: election of three Class II directors, ratification of the independent auditor, advisory approval of executive compensation, and an amendment to the 2022 Stock Incentive Plan to add 600,000 shares.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors, ratifying Haskell & White LLP as auditor, approving executive compensation on an advisory basis, and amending the 2022 Stock Incentive Plan.

• Shareholder proposals and director nominations for the next annual meeting must be submitted between February 12 and March 14, 2026.

• No 5% beneficial owners were reported as of the record date.

Board of directors and corporate governance

• The board is divided into three classes, with staggered three-year terms; Class II directors are up for election.

• The board separates the roles of Chair and CEO to reinforce independence.

• All directors except the CEO are considered independent under Nasdaq rules.

• The board has audit, compensation, nominating & corporate governance, and strategic & pricing committees.

• Annual board and committee self-evaluations are conducted to improve effectiveness.

• Directors are subject to an insider trading policy, a clawback policy, and are encouraged to attend annual meetings.